|                                                                                          
|------------------------------------------------------------------------------------------
|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 September 30, 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                                                                                                                                                                                                                                                                                                                                                              |  | (I.R.S.
 Employer Identification No.)
|incorporation
 or organization)                                                                                                                                                                                                                                                                                                                                                               |  |                                      
|                                                                                                                                                                                                                                                                                                                                                                                              |  |                                      
|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.                                
|                                                                                                                                                                                                                                                                                                                                                                                             
|x
 Yes
 o
 No                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                             
|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).
|o YesxNo                                                                                                          

|                                                                                                                                |  |                               | 
|------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------- | 
|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 March 30, 2010 | 
|                                                                                                                                |  |                               | 
|                                                                                                                               
|Common Stock (par value
 $.10 per share)                                                                                        |  | 1,504,938 Shares              | 
|                                                                                                                                |  |                               | 

---



AMERICAN EXPRESS CREDIT CORPORATION

FORM 10-Q/A

INDEX

|         |                        |                                                                                                                     |    |         
|-------- | ---------------------- | ------------------------------------------------------------------------------------------------------------------- | -- | --------
|         |                        |                                                                                                                     |    | Page No.
|         |                        |                                                                                                                     |    |         
|         |                        |                                                                                                                     |    |         
|PART
 I. | FINANCIAL
 INFORMATION |                                                                                                                     | 4 
|         |                        |                                                                                                                     |    |         
|         |                        | Explanatory
 Note                                                                                                   |    | 3       
|         |                        |                                                                                                                     |    |         
|         | Item 1.                | Financial Statements                                                                                                |    | 4       
|         |                        |                                                                                                                     |    |         
|         |                        | Consolidated
 Statements of Income and Retained Earnings  Three and Nine months ended
 September 30, 2009 and 2008 |    | 4       
|         |                        |                                                                                                                     |    |         
|         |                        | Consolidated
 Balance Sheets  September 30, 2009 and
 December 31, 2008                                            |    | 5       
|         |                        |                                                                                                                     |    |         
|         |                        | Consolidated
 Statements of Cash Flows  Nine months ended September
 30, 2009 and 2008                             |    | 6       
|         |                        |                                                                                                                     |    |         
|         |                        | Notes
 to Consolidated Financial Statements                                                                         |    | 7       
|         |                        |                                                                                                                     |    |         
|         | Item 2.                | Managements Discussion and Analysis of Financial
 Condition and Results of Operations                              |    | 18      
|         |                        |                                                                                                                     |    |         
|         | Item 4.                | Controls and Procedures                                                                                             |    | 28      
|         |                        |                                                                                                                     |   
|PART II. | OTHER INFORMATION      |                                                                                                                     | 30
|         |                        |                                                                                                                     |    |         
|         | Item 1A.               | Risk Factors                                                                                                        |    | 30      
|         |                        |                                                                                                                     |    |         
|         | Item 6.                | Exhibits                                                                                                            |    | 30      
|         |                        |                                                                                                                     |    |         
|         |                        | Signatures                                                                                                          |    | 31      
|         |                        |                                                                                                                     |    |         
|         |                        | Exhibit Index                                                                                                       |    | E-1     

- 2 -

---



Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

EXPLANATORY
NOTE

Restated Consolidated Statement of Cash Flows for the
Nine Months Ended September 30, 2009

American Express Credit
Corporation (Credco) is filing this amendment to its Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2009 (Third Quarter 2009 Form
10-Q/A) to restate its Consolidated Statement of Cash Flows for the nine months
    ended September 30, 2009. This restatement is to correct an overstatement
    of cash flows from investing activities and an equal and offsetting understatement
    of cash flows from operating activities, as further explained below. This
restatement does not impact Credcos previously reported overall net change
in cash and cash equivalents in its Consolidated Statement of Cash Flows or
Credcos Consolidated Balance Sheet or Consolidated Statement of Income
for the period presented.

The restatement is the result
of a correction of a manual error in the classification of cash flows pertaining
    to amounts Due from Affiliates. The error resulted from an incorrect identification
of cash flows from transactions with entities affiliated with Credco between
investing and operating activities whereby a cash outflow from investing
activities was inadvertently recorded as a cash inflow, with an equal and
offsetting error in cash flow from operating activities. The error resulted in
    an overstatement of cash from investing activities of $3.9 billion and an
    understatement of cash from operating activities of $3.9 billion.

Note 1 to the Consolidated
Financial Statements included herein also contains information regarding the
nature and impact of the restatement.

For the convenience of the
reader, this Third Quarter 2009 Form 10-Q/A sets forth the Form 10-Q in its
entirety. Other than amending the disclosures relating to the restatement in
the items discussed above, and the elimination of certain disclosures relating
to the restatement disclosed in the original September 30, 2009 Form 10-Q,
no attempt has been made in this Third Quarter 2009 Form 10-Q/A to
amend or update other disclosures presented in the original Form 10-Q. Among
other things, forward-looking statements made in the original Form 10-Q have
    not been revised to reflect events that occurred or facts that became known
    to Credco after the filing of the original Form 10-Q, and such forward-looking
statements should be read in their historical context.

The following items of the
original Form 10-Q are being amended in this Third Quarter 2009 Form 10-Q/A as
a result of this restatement:

|  |                                                        
|- | -------------------------------------------------------
| | Part I  Item 1  Financial
 Statements                
| | Part I  Item 2 
 Managements Discussion and Analysis
| | Part I  Item 4  Controls
 and Procedures             

Restatement of Results in Previously Filed Financial
Statements

As disclosed previously, on
November 16, 2009, Credco restated its financial statements and filed an
amended Annual Report on Form 10-K/A for the fiscal year ended December 31,
2008, and amended its Quarterly Reports on Form 10-Q for the periods ended
March 31, 2009 and June 30, 2009 and also included in the report on Form 10-Q
for the quarterly period ended September 30, 2009 (i) a restated Consolidated
Balance Sheet as of December 31, 2008, (ii) restated Consolidated Statements of
Income for the three and nine month periods ended September 30, 2008, and (iii)
a related restatement of the Consolidated Statement of Cash Flows for the nine
months ended September 30, 2008.

That restatement was 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 connection with the preparation for the maturity
of debt related to the investment, 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.

That restatement also
included the impact of (i) certain other unrelated immaterial errors primarily
impacting the 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.

Refer to Part I  Item 2 
Managements Discussion and Analysis of Financial Condition and Results
of Operations and Part I  Item 4  Controls and Procedures in this
Third Quarter 2009 Form 10-Q/A for further discussion of this restatement.

- 3 -

---



Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

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

|                                                                         |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|------------------------------------------------------------------------ |  | --------------------------------- | ----- | -------------------------------- | - | ----- | - | ---- | ----- | - | - | ----- | -
|                                                                         |  | Three Months Ended
 September 30, |       | Nine Months Ended
 September 30, |  
|                                                                         |  | 2009                              |       | 2008                             |   | 2009  |   | 2008 |      
|                                                                         |  |                                   |       |                                  |   |       |   |      |      
|                                                                         |  |                                   |       |                                  |   |       |   |      |      
|                                                                         |  |                                   |       |                                  |   |       |   |      |      
|                                                                         |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|Revenues                                                                 |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|                                                                         |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|Discount revenue earned from purchased cardmember receivables and
 loans |  | $                                 | 143   |                                  | $ | 569   |   | $    | 524   |   | $ | 1,818 |  
|Interest income from affiliates                                          |  |                                   | 101   |                                  |   | 201   |   |      | 320   |   |   | 583   |  
|Interest income from investments                                         |  |                                   | 16    |                                  |   | 76    |   |      | 73    |   |   | 219   |  
|Finance revenue                                                          |  |                                   | 12    |                                  |   | 14    |   |      | 37    |   |   | 31    |  
|Other                                                                    |  |                                   | 40    |                                  |   | 30    |   |      | (7    | ) |   | 40    |  
|                                                                         |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|                                                                         |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|Total revenues                                                           |  |                                   | 312   |                                  |   | 890   |   |      | 947   |   |   | 2,691 |  
|                                                                         |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|                                                                         |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|Expenses                                                                 |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|                                                                         |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|Provisions for losses, net of recoveries                                 |  |                                   | 56    |                                  |   | 192   |   |      | 163   |   |   | 548   |  
|Interest expense                                                         |  |                                   | 132   |                                  |   | 345   |   |      | 450   |   |   | 1,061 |  
|Interest expense to affiliates                                           |  |                                   | 6     |                                  |   | 60    |   |      | 38    |   |   | 215   |  
|Service fees to affiliates                                               |  |                                   |      |                                  |   | 50    |   |      | 1     |   |   | 152   |  
|Other                                                                    |  |                                   | 1     |                                  |   | 1     |   |      | 2     |   |   | 3     |  
|                                                                         |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|                                                                         |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|Total expenses                                                           |  |                                   | 195   |                                  |   | 648   |   |      | 654   |   |   | 1,979 |  
|                                                                         |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|                                                                         |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|Pretax income                                                            |  |                                   | 117   |                                  |   | 242   |   |      | 293   |   |   | 712   |  
|Income tax provision                                                     |  |                                   | 10    |                                  |   | 26    |   |      | 24    |   |   | 87    |  
|                                                                         |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|                                                                         |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|Net income                                                               |  |                                   | 107   |                                  |   | 216   |   |      | 269   |   |   | 625   |  
|Retained earnings at beginning of period                                 |  |                                   | 3,533 |                                  |   | 3,361 |   |      | 3,446 |   |   | 3,162 |  
|Dividends                                                                |  |                                   | (125  | )                                |   | (50   | ) |      | (200  | ) |   | (260  | )
|                                                                         |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|                                                                         |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|Retained earnings at end of period                                       |  | $                                 | 3,515 |                                  | $ | 3,527 |   | $    | 3,515 |   | $ | 3,527 |  
|                                                                         |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  

See Notes to Consolidated Financial Statements.

- 4 -

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

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

|                                                                                                      |  |                    |        |                   |   |        |  
|----------------------------------------------------------------------------------------------------- |  | ------------------ | ------ | ----------------- | - | ------ | -
|                                                                                                      |  | September 30, 2009 |        | December 31, 2008 |  
|                                                                                                      |  |                    |        |                   |  
|                                                                                                      |  |                    |        |                   |  
|                                                                                                      |  |                    |        |                   |  
|                                                                                                      |  |                    |        |                   |   |        |  
|Assets                                                                                                |  |                    |        |                   |   |        |  
|                                                                                                      |  |                    |        |                   |   |        |  
|Cash and cash equivalents                                                                             |  | $                  | 181    |                   | $ | 8,855  |  
|Cardmember receivables, less reserves: 2009, $144; 2008, $204                                         |  |                    | 9,079  |                   |   | 10,655 |  
|Cardmember loans, less reserves: 2009, $19; 2008, $14                                                 |  |                    | 447    |                   |   | 484    |  
|Loans to affiliates                                                                                   |  |                    | 9,831  |                   |   | 11,726 |  
|Investment securities                                                                                 |  |                    | 2,048  |                   |   | 3,084  |  
|Deferred charges and other assets                                                                     |  |                    | 678    |                   |   | 801    |  
|Due from affiliates                                                                                   |  |                    | 5,150  |                   |   | 3,660  |  
|                                                                                                      |  |                    |        |                   |   |        |  
|                                                                                                      |  |                    |        |                   |   |        |  
|Total assets                                                                                          |  | $                  | 27,414 |                   | $ | 39,265 |  
|                                                                                                      |  |                    |        |                   |   |        |  
|                                                                                                      |  |                    |        |                   |   |        |  
|Liabilities and Shareholders Equity                                                                  |  |                    |        |                   |   |        |  
|                                                                                                      |  |                    |        |                   |   |        |  
|Short-term debt                                                                                       |  | $                  | 1,130  |                   | $ | 7,367  |  
|Short-term debt to affiliates                                                                         |  |                    | 4,158  |                   |   | 8,317  |  
|Current portion of long-term debt                                                                     |  |                    | 2,538  |                   |   | 5,201  |  
|Long-term debt                                                                                        |  |                    | 15,759 |                   |   | 14,809 |  
|                                                                                                      |  |                    |        |                   |   |        |  
|                                                                                                      |  |                    |        |                   |   |        |  
|Total debt                                                                                            |  |                    | 23,585 |                   |   | 35,694 |  
|Accrued interest and other liabilities                                                                |  |                    | 409    |                   |   | 538    |  
|                                                                                                      |  |                    |        |                   |   |        |  
|                                                                                                      |  |                    |        |                   |   |        |  
|Total liabilities                                                                                     |  |                    | 23,994 |                   |   | 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                                                                                     |  |                    | 3,515  |                   |   | 3,446  |  
|Accumulated other comprehensive loss, net of tax:                                                     |  |                    |        |                   |   |        |  
|Net unrealized securities gains, net of tax: 2009, $(9); 2008, $(15)                                  |  |                    | 16     |                   |   | 28     |  
|Net unrealized derivatives losses, net of tax: 2009, $4; 2008, $19                                    |  |                    | (8     | )                 |   | (35    | )
|Foreign currency translation adjustments, net of tax: 2009, $13; 2008,
 $13                           |  |                    | (265   | )                 |   | (568   | )
|                                                                                                      |  |                    |        |                   |   |        |  
|                                                                                                      |  |                    |        |                   |   |        |  
|Total accumulated other comprehensive loss                                                            |  |                    | (257   | )                 |   | (575   | )
|                                                                                                      |  |                    |        |                   |   |        |  
|                                                                                                      |  |                    |        |                   |   |        |  
|Total shareholders equity                                                                            |  |                    | 3,420  |                   |   | 3,033  |  
|                                                                                                      |  |                    |        |                   |   |        |  
|                                                                                                      |  |                    |        |                   |   |        |  
|Total liabilities and shareholders equity                                                            |  | $                  | 27,414 |                   | $ | 39,265 |  
|                                                                                                      |  |                    |        |                   |   |        |  

See Notes to Consolidated Financial Statements.

- 5 -

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS(Millions)
(Unaudited)

|                                                                                   |  |                                  |         |      |   |        |  
|---------------------------------------------------------------------------------- |  | -------------------------------- | ------- | ---- | - | ------ | -
|                                                                                   |  | Nine Months Ended
 September 30, |        
|                                                                                   |  | 2009                             |         | 2008 |  
|                                                                                   |  |                                  |         |      |  
|                                                                                   |  | Restated                         |         |      |   |       
|Cash Flows from Operating Activities                                               |  |                                  |         |      |   |        |  
|Net income                                                                         |  | $                                | 269     |      | $ | 625    |  
|Adjustments to reconcile net income to net
 cash provided by operating activities: |  |                                  |         |      |   |        |  
|Provisions for losses                                                              |  |                                  | 220     |      |   | 667    |  
|Amortization and other                                                             |  |                                  | 20      |      |   | (1     | )
|Deferred taxes                                                                     |  |                                  | 22      |      |   | 31     |  
|Changes in operating assets and
 liabilities:                                      |  |                                  |         |      |   |        |  
|Due from affiliates                                                                |  |                                  | 236     |      |   | 67     |  
|Other operating assets and liabilities                                             |  |                                  | 82      |      |   | 1      |  
|                                                                                   |  |                                  |         |      |   |        |  
|                                                                                   |  |                                  |         |      |   |        |  
|Net cash provided by operating activities                                          |  |                                  | 849     |      |   | 1,390  |  
|                                                                                   |  |                                  |         |      |   |        |  
|                                                                                   |  |                                  |         |      |   |        |  
|Cash Flows from Investing Activities                                               |  |                                  |         |      |   |        |  
|Net decrease in cardmember receivables and
 loans                                  |  |                                  | 1,430   |      |   | 2,507  |  
|Purchase of investments                                                            |  |                                  |        |      |   | (598   | )
|Maturities of investments                                                          |  |                                  | 1,000   |      |   | 600    |  
|Net decrease (increase) in loans to
 affiliates                                    |  |                                  | 3,037   |      |   | (559   | )
|Net increase in due from affiliates                                                |  |                                  | (1,726  | )    |   | (230   | )
|                                                                                   |  |                                  |         |      |   |        |  
|                                                                                   |  |                                  |         |      |   |        |  
|Net cash provided by investing activities                                          |  |                                  | 3,741   |      |   | 1,720  |  
|                                                                                   |  |                                  |         |      |   |        |  
|                                                                                   |  |                                  |         |      |   |        |  
|Cash Flows from Financing Activities                                               |  |                                  |         |      |   |        |  
|Net (decrease) increase in short-term debt
 to affiliates                          |  |                                  | (4,159  | )    |   | 10     |  
|Net decrease in short-term debt                                                    |  |                                  | (6,237  | )    |   | (1,705 | )
|Issuance of debt                                                                   |  |                                  | 1,500   |      |   | 6,257  |  
|Redemption of long-term debt                                                       |  |                                  | (4,165  | )    |   | (5,548 | )
|Dividends paid                                                                     |  |                                  | (200    | )    |   | (260   | )
|                                                                                   |  |                                  |         |      |   |        |  
|                                                                                   |  |                                  |         |      |   |        |  
|Net cash used in financing activities                                              |  |                                  | (13,261 | )    |   | (1,246 | )
|                                                                                   |  |                                  |         |      |   |        |  
|                                                                                   |  |                                  |         |      |   |        |  
|Effect of exchange rate changes on cash and
 cash equivalents                      |  |                                  | (3      | )    |   |       |  
|Net (decrease) increase in cash and cash
 equivalents                              |  |                                  | (8,674  | )    |   | 1,864  |  
|Cash and cash equivalents at beginning of
 period                                  |  |                                  | 8,855   |      |   | 2,925  |  
|                                                                                   |  |                                  |         |      |   |        |  
|                                                                                   |  |                                  |         |      |   |        |  
|Cash and cash equivalents at end of period                                         |  | $                                | 181     |      | $ | 4,789  |  
|                                                                                   |  |                                  |         |      |   |        |  

|                                               
|-----------------------------------------------
|See Notes to Consolidated Financial Statements.
|                                               
|- 6 -                                          

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Restated Statement of Cash Flows                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | American
 Express Credit Corporation (Credco) is filing this amendment to its Quarterly
 Report on Form 10-Q for the quarterly period ended September 30, 2009 (Third
 Quarter 2009 Form 10-Q/A) to restate its Consolidated Statement of Cash Flows
 for the nine months ended September 30, 2009. This restatement is to correct
 an overstatement of cash flows from investing activities and an equal and
 offsetting understatement of cash flows from operating activities, as further
 explained below. This restatement does not impact Credcos previously
 reported overall net change in cash and cash equivalents in its Consolidated
 Statement of Cash Flows or Credcos Consolidated Balance Sheet or
 Consolidated Statement of Income for the period presented.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The
 restatement is the result of a correction of a manual error in the classification
 of cash flows pertaining to amounts Due from Affiliates. The error resulted
 from an incorrect identification of cash flows from transactions with entities
 affiliated with Credco between investing and operating activities whereby a
 cash outflow from investing activities was inadvertently recorded as a cash
 inflow, with an equal and offsetting error in cash flow from operating activities.
     The error resulted in an overstatement of cash from investing activities
     of $3.9 billion and an understatement of cash from operating activities
     of $3.9 billion.                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | IMPACT ON CONSOLIDATED
STATEMENTS OF CASH FLOWS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

|                                          |  |                                      |                        |          |   |        |  
|----------------------------------------- |  | ------------------------------------ | ---------------------- | -------- | - | ------ | -
|                                          |  | Nine Months Ended September 30, 2009 |                       
|(Millions)                                |  |                                      | As Previously
Reported | Restated |  
|Due from affiliates                       |  | $                                    | (3,707                 | )        | $ | 236    |  
|Net cash provided by operating activities |  |                                      | (3,094                 | )        |   | 849    |  
|Net increase in due from affiliates       |  |                                      | 2,217                  |          |   | (1,726 | )
|Net cash provided by investing activities |  | $                                    | 7,684                  |          | $ | 3,741  |  

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | In October
 2008, as part of American Express strategy to increase its flexibility in
 funding U.S. consumer and small business charge card receivables, Credco and
 both American Express Centurion Bank (Centurion Bank) and American Express
 Bank, FSB (FSB) (together, the Banks) mutually agreed to amend their
 respective Receivables Agreements. 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,
 from time to time, to sell the receivables to Credco or to retain the
 receivables and fund them from their own sources. However, the amended
 agreements require the Banks to sell either all or none of their charge card
 receivables to Credco at any given time. The Banks, therefore, may not direct
 receivables with particular risk characteristics for sale to Credco. The
 arrangements between Credco and the Banks will have no impact on Credcos
 funding of U.S. Corporate Card charge receivables and charge card receivables
 outside the United States.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Credco
 includes its expenses in the calculation of the discount rate at which Credco
 offers to purchase receivables from the Banks and that discount rate is
 further adjusted to maintain Credcos required fixed charge coverage ratio of
 1.25. Those expenses include provision for losses, interest cost and any
 applicable service fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | 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 (Form 10-K/A) of Credco for the year ended December 31, 2008, which was
 filed with the Securities and Exchange Commission (SEC) on November 16, 2009.
 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 and 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

|     
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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Recently Issued Accounting Standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Effective
 for interim and annual periods ending after September 15, 2009, the Financial
 Accounting Standards Board (FASB) Accounting Standards Codification TM
 (the Codification) is the single source of authoritative literature of U.S.
 generally accepted accounting principles (GAAP). The Codification
 consolidates all authoritative accounting literature into one internet-based
 research tool, which supersedes all pre-existing non-SEC accounting and
 reporting standards, excluding separate rules and other interpretive guidance
 released by the Securities and Exchange Commission. New accounting guidance
 is now issued in the form of Accounting Standards Updates, which update the
 Codification. Credco has adopted the Codification in the period ending
 September 30, 2009, and as a result has replaced references to standards that
 were issued prior to the Codification with a description of the applicable
 accounting guidance.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | The FASB
 recently issued the following accounting standards, which are effective
 beginning January 1, 2010. Credco is currently assessing the impact of these
 standards.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

|   |                                                                                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | -------------------------------------------------------------------------------------------------- | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                    |  | An amendment
 to the accounting guidance for transfers of financial assets (originally
 issued as Statement of Financial Accounting Standards No. 166, Accounting
 for Transfers of Financial Assetsan amendment of FASB Statement No. 140)
 : The amendment eliminated the concept of a qualifying special purpose entity
 (QSPE), therefore requiring these entities to be evaluated under the
 accounting guidance for consolidation of variable interest entities (VIE).
 Other changes include additional considerations when determining if sale
 accounting is appropriate, as well as enhanced disclosures requirements. The
 new standard is to be applied prospectively to transactions completed after
 the effective date.                                                                       
|   |                                                                                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                    |  | An amendment
 to the accounting guidance for consolidation of VIEs (originally issued as
 FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R))
 : The new standard eliminates the scope exception for QSPEs and requires an
 entity to reconsider its previous consolidation conclusions reached under the
 VIE consolidation model, including (i) whether an entity is a VIE, (ii)
 whether the enterprise is the VIEs primary beneficiary, and (iii) the
 required financial statement disclosures. The new standard can be applied as
 of the effective date, with a cumulative-effect adjustment to retained
 earnings recognized on that date, or retrospectively, with a
 cumulative-effect adjustment to retained earnings recognized as of the
 beginning of the first year adjusted.
|   |                                                                                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3. | Investment Securities                                                                             
|   |                                                                                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The
 following is a summary of investment securities at September 30, 2009 and
 December 31, 2008:

|                                     |  |                    |       |                          |   |                           |  |                       |   |      |   |                          |  |                           |       |                       |   |    |  |   |   |  |   |       | 
|------------------------------------ |  | ------------------ | ----- | ------------------------ | - | ------------------------- |  | --------------------- | - | ---- | - | ------------------------ |  | ------------------------- | ----- | --------------------- | - | -- |  | - | - |  | - | ----- | 
|                                     |  |                    |       |                          |  
|(Millions)                           |  | September 30, 2009 |       | December 31, 2008        |  
|                                     |  |                    |       |                          |  
|                                     |  |                    |       |                          |  
|                                     |  | Cost               |       | Gross
 Unrealized
 Gains |   | Gross
 Unrealized
 Losses |  | Estimated
 Fair Value |   | Cost |   | Gross
 Unrealized
 Gains |  | Gross
 Unrealized
 Losses |       | Estimated
 Fair Value |  
|                                     |  |                    |       |                          |   |                           |  |                       |   |      |   |                          |  |                           |       |                       |  
|U.S. Government agency obligations   |  | $                  | 2,022 |                          | $ | 26                        |  | $                     |  |      | $ | 2,048                    |  | $                         | 2,640 |                       | $ | 37 |  | $ |  |  | $ | 2,677 | 
|U.S. Government treasury obligations |  |                    |      |                          |   |                          |  |                       |  |      |   |                         |  |                           | 400   |                       |   | 7  |  |   |  |  |   | 407   | 
|                                     |  |                    |       |                          |   |                           |  |                       |   |      |   |                          |  |                           |       |                       |   |    |  |   |   |  |   |       | 
|Total                                |  | $                  | 2,022 |                          | $ | 26                        |  | $                     |  |      | $ | 2,048                    |  | $                         | 3,040 |                       | $ | 44 |  | $ |  |  | $ | 3,084 | 
|                                    
|                                     |  |                    |       |                          |  
|- 8 -                               

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | All of
 Credcos investment securities are classified as available-for-sale. There
 were no realized gains or losses on investment securities for the nine months
 ended September 30, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 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 three
 general classifications of such items pursuant to the fair value hierarchy
 (Level 1, Level 2, and Level 3). 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  Level 1 -
 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. Credco has not classified any investment securities in Level 1 of
 the fair value hierarchy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  Level 2 -
 When quoted prices in an active market are not available, the fair market
 values for Credcos investment securities are obtained from a pricing service
 engaged by Credco, and Credco receives one price for each security. The fair
 values provided by the pricing service are estimated by using a pricing
 model, where the inputs to the model are based on observable market inputs.
 The underlying inputs to the valuation techniques applied by the pricing
 service are typically benchmark yields, benchmark security prices, credit
 spreads, reported trades, broker-dealer quotes, all with reasonable levels of
 transparency. The pricing service did not apply any adjustments to the
 pricing models used. In addition, Credco did not apply any adjustments to
 prices received from the pricing service. Although the underlying inputs are
 directly observable from active markets or recent trades of similar
 securities in inactive markets, the pricing model used does 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.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  Level 3 -
 In certain circumstances, the fair market value for Credcos investment
 securities could be based on internally derived assumptions surrounding the
 timing and amount of expected cash flows for the financial instrument.
 Therefore, these assumptions would be unobservable in either an active or
 inactive market. Credco has not classified any investment securities in Level
 3 of the fair value hierarchy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | As of
 September 30, 2009 and December 31, 2008, all of Credcos investment
 securities are classified within Level 2 of the fair value hierarchy. Credco
 periodically reaffirms its understanding of the valuation techniques used by
 its pricing service. No adjustments were deemed necessary to the prices
 provided by the pricing service as a result of current market conditions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Other-Than-Temporary
Impairment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Credco
 reviews and evaluates its 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 other-than-temporary impairment.
 The key factors considered include the determination of the extent to which
 the decline in the fair value of the security is due to increased default
 risk for the specific issuer, or market interest rate risk. With respect to
 increased default risk, Credco assesses the collectibility of principal and
 interest payments by monitoring issuers credit ratings, related changes to
 those ratings, specific credit events associated with the individual issuers
 as well as the credit ratings of financial guarantors, where applicable, and
 the extent to which amortized cost exceeds fair value and the duration and
 size of that difference.                                    

|     
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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | With respect
 to market interest rate risk, including benchmark interest rates and credit
 spreads, Credco assesses whether it has the intent to sell the investment
 securities, and whether it is more likely than not that Credco will not be
 required to sell the investment securities before recovery of any unrealized
 losses. As of September 30, 2009 and December 31, 2008, Credco did not hold
 any investment securities that were in an unrealized loss position.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Supplemental
 Information                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Contractual
 maturities of investment securities classified as available-for-sale as of
 September 30, 2009 are as follows:                                                                                                                                                                                                                                                                                                                                                     

| |                                   |  |      |       |                     |   |       | 
| | --------------------------------- |  | ---- | ----- | ------------------- | - | ----- | 
| |                                   |  |      |       |                     |   |       | 
| | (Millions)                        |  | Cost |       | EstimatedFair Value |  
| |                                   |  |      |       |                     |  
|
| | Due within 1
 year                |  | $    | 177   |                     | $ | 178   | 
| | Due after 1
 year through 5 years |  |      | 1,845 |                     |   | 1,870 | 
| |                                   |  |      |       |                     |   |       | 
| | Total                             |  | $    | 2,022 |                     | $ | 2,048 | 
| |                                   |  |      |       |                     |   |       | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. | Fair Values of Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | GAAP
 requires the disclosure of the estimated fair value of financial instruments.
 A financial instrument is defined as cash, evidence of an ownership in an
 entity, or a contract between two entities to deliver cash or another
 financial instrument or to exchange other financial instruments. The
 disclosure requirements for the fair value of financial instruments exclude
 leases, equity method investments, affiliate investments, pension and benefit
 obligations, insurance contracts, and all non-financial instruments.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The
 following table discloses fair value information for Credcos financial
 assets and financial liabilities, as of the dates presented:                                                                                                                                                                                                                                                                                                                                                                                                   

| |                                                                        |  |                    |    |                   |   |                 |  |            |    |  |   |    | 
| | ---------------------------------------------------------------------- |  | ------------------ | -- | ----------------- | - | --------------- |  | ---------- | -- |  | - | -- | 
| | (Billions)                                                             |  | September 30, 2009 |    | December 31, 2008 |  
| |                                                                        |  |                    |    |                   |  
| |                                                                        |  | Carrying
 Value    |    | Fair Value        |   | Carrying
 Value |  | Fair Value |   
| |                                                                        |  |                    |    |                   |   |                 |  |            |   
| |                                                                        |  |                    |    |                   |   |                 |  |            |    |  |   |    | 
| | Financial Instrument Assets:                                           |  |                    |    |                   |   |                 |  |            |    |  |   |    | 
| | Assets for which carrying values equal or
 approximate fair value      |  | $                  | 17 |                   | $ | 17              |  | $          | 27 |  | $ | 27 | 
| | Loans to affiliates                                                    |  | $                  | 10 |                   | $ | 10              |  | $          | 12 |  | $ | 12 | 
| | Financial Instrument Liabilities:                                      |  |                    |    |                   |   |                 |  |            |    |  |   |    | 
| | Liabilities for which carrying values equal
 or approximate fair value |  | $                  | 5  |                   | $ | 5               |  | $          | 16 |  | $ | 16 | 
| | Long-term debt                                                         |  | $                  | 18 |                   | $ | 18              |  | $          | 20 |  | $ | 18 | 
| |                                                                        |  |                    |    |                   |   |                 |  |            |    |  |   |    | 

| |                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The fair
 values of these financial instruments are estimates based upon market
 conditions and perceived risks as of September 30, 2009 and December 31,
 2008, and require management judgment. These figures may not be indicative of
 their future fair values. The fair value of Credco cannot be estimated by
 aggregating the amounts presented.

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

The following methods were used to
determine estimated fair values:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Financial Assets for Which Carrying Values
 Equal or Approximate Fair Value                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Financial
 assets for which carrying values equal or approximate fair values include
 cash and cash equivalents, cardmember receivables, accrued interest, and
 certain other assets. For these assets, the carrying values approximate fair
 value because they are short-term in duration or variable rate in nature.                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | In addition,
 the following financial assets are carried at fair value:                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Investment Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Investment
 securities are recorded at fair value on the Consolidated Balance Sheets with
 unrealized gains and losses recorded in accumulated other comprehensive loss.
 Gains and losses are recognized in the Consolidated Statements of Income upon
 disposition of the securities or when management determines that a decline in
 value below amortized cost is other-than-temporary. Refer to Note 3 for
 additional information regarding investment securities, including the
 valuation methodologies used to calculate fair value.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Derivative Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Derivative
 financial instruments are recorded at fair value on the Consolidated Balance
 Sheets, with gains and losses recognized in the Consolidated Statements of
 Income or Consolidated Balance Sheets (accumulated other comprehensive loss)
 based upon the nature of the derivative. Refer to Note 6 for additional
 information regarding derivative financial instruments, including the
 valuation methodologies used to calculate fair value.                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Financial Liabilities for Which Carrying
 Values Equal or Approximate Fair Value                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Financial
 liabilities for which carrying values equal or approximate fair values
 include short-term debt, short-term debt to affiliates, current portion of
 long-term debt, accrued interest, and certain other liabilities. For these
 liabilities, the carrying values approximate fair value because they are
 short-term in duration, variable rate in nature, or have no defined maturity.                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Financial Liabilities Carried at Other Than
 Fair Value                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Long-Term Debt                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Long-term
 debt is recorded at historical issuance cost on the Consolidated Balance
 Sheets. Fair value is estimated using either quoted market prices or
 discounted cash flows based on Credcos current borrowing rates for similar
 types of borrowing.                                                                                                                                                                                                                                                                                  

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

|   |                                                                              
|-- | -----------------------------------------------------------------------------
|5. | Comprehensive Income                                                         
|   |                                                                              
|   | The
 components of comprehensive income, net of related tax, were as follows:

|                                         |  |                                   |     |                                  |   |      |   |      |     |   |   |      |  
|---------------------------------------- |  | --------------------------------- | --- | -------------------------------- | - | ---- | - | ---- | --- | - | - | ---- | -
|(Millions)                               |  | Three Months Ended
 September 30, |     | Nine Months Ended
 September 30, |  
|                                         |  |                                   |     |                                  |  
|                                         |  | 2009                              |     | 2008                             |   | 2009 |   | 2008 |    
|                                         |  |                                   |     |                                  |   |      |   |      |    
|Net income                               |  | $                                 | 107 |                                  | $ | 216  |   | $    | 269 |   | $ | 625  |  
|Other
 comprehensive income (loss):      |  |                                   |     |                                  |   |      |   |      |     |   |   |      |  
|Net unrealized securities (losses)       |  |                                   | (3  | )                                |   | (15  | ) |      | (12 | ) |   | (13  | )
|Net unrealized derivatives gains         |  |                                   | 6   |                                  |   | 23   |   |      | 27  |   |   | 16   |  
|Foreign currency translation adjustments |  |                                   | 72  |                                  |   | (240 | ) |      | 303 |   |   | (192 | )
|                                         |  |                                   |     |                                  |   |      |   |      |     |   |   |      |  
|Total                                    |  | $                                 | 182 |                                  | $ | (16  | ) | $    | 587 |   | $ | 436  |  
|                                         |  |                                   |     |                                  |   |      |   |      |     |   |   |      |  

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                          
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -------------------------------------------------------------------------------------------------------------------------
|   | See the
 Consolidated Balance Sheets for Credcos accumulated other comprehensive loss
 position.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6. | 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, for example, 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 and from foreign currency
 denominated assets and liabilities.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                          
|   | General
 principles and the overall framework for managing market risk across Credco
 are defined in the Market Risk Policy approved by 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.                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Derivative
 financial instruments derive their value from an underlying variable or
 multiple variables, including interest rates, 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 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 regularly reviews its hedging strategy and may modify it.
 In addition, Credco may change the amount hedged and the hedge percentage may
 change based on changes in business volumes and mix, among other factors.                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Foreign
 exchange risk is generated by foreign currency denominated balance sheet
 exposures, translation exposure associated with Credcos net investments in
 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,                                                                                                                              

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

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 ERMC guidelines and procedures and
determines the risk mitigation actions, when necessary. Additionally, Credco
may, on occasion, enter into master netting agreements.

As of
September 30, 2009 and December 31, 2008, the credit and nonperformance risks
associated with Credcos derivative counterparties were not significant.

The following
table summarizes the total gross fair value, excluding interest accruals, of
derivative product assets and liabilities at September 30, 2009 and December
31, 2008:

|                                                         |          |                 |              |                |                   |                 |  |                |    |  |   |     |  | 
|-------------------------------------------------------- | -------- | --------------- | ------------ | -------------- | ----------------- | --------------- |  | -------------- | -- |  | - | --- |  | 
|                                                         |          |                 |              |                |                   |                 |  |                |    |  |   |     | 
|                                                         |          |                 |              |                |                   |                 |  |                |    |  |   |     | 
|(Millions)                                               | Location |                 | Other assets |                | Other liabilities |                
|                                                         |          | Fair Value (a)  |              | Fair Value (a) |                  
|                                                         |          |                 |              |                |                  
|                                                         |          | September
 2009 |              | December
 2008 |                   | September
 2009 |  | December
 2008 |   
|                                                         |          |                 |              |                |                   |                 |  |                |   
|                                                         |          |                 |              |                |                   |                 |  |                |    |  |   |     | 
|Derivatives
 designated as hedging instruments           |          |                 |              |                |                   |                 |  |                |    |  |   |     | 
|Interest rate contracts                                  |          |                 |              |                |                   |                 |  |                |    |  |   |     | 
|Fair value hedges                                        |          | $               | 351          |                | $                 | 431             |  | $              |   |  | $ |    | 
|Cash flow hedges                                         |          |                 |             |                |                   |                |  |                | 12 |  |   | 54  | 
|Foreign exchange contracts                               |          |                 |              |                |                   |                 |  |                |    |  |   |     | 
|Net investment hedges                                    |          |                 | 12           |                |                   | 39              |  |                | 17 |  |   | 22  | 
|                                                         |          |                 |              |                |                   |                 |  |                |    |  |   |     | 
|Total
 derivatives designated as hedging instruments     |          |                 | 363          |                |                   | 470             |  |                | 29 |  |   | 76  | 
|                                                         |          |                 |              |                |                   |                 |  |                |    |  |   |     | 
|                                                         |          |                 |              |                |                   |                 |  |                |    |  |   |     | 
|Derivatives
 not designated as hedging instruments       |          |                 |              |                |                   |                 |  |                |    |  |   |     | 
|Interest rate contracts                                  |          |                 |             |                |                   |                |  |                | 7  |  |   | 5   | 
|Foreign exchange contracts                               |          |                 | 111          |                |                   | 75              |  |                | 29 |  |   | 39  | 
|                                                         |          |                 |              |                |                   |                 |  |                |    |  |   |     | 
|Total
 derivatives not designated as hedging instruments |          |                 | 111          |                |                   | 75              |  |                | 36 |  |   | 44  | 
|                                                         |          |                 |              |                |                   |                 |  |                |    |  |   |     | 
|Total derivatives
 (b)                                   |          | $               | 474          |                |                   | 545             |  | $              | 65 |  | $ | 120 | 
|                                                         |          |                 |              |                |                   |                 |  |                |    |  |   |     | 

| |     |                                                                                                                
| | --- | ---------------------------------------------------------------------------------------------------------------
| | (a) | The fair values of Credcos
 derivative instruments are classified within Level 2 of the fair value
 hierarchy.

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | GAAP permits the netting of
 derivative assets and derivative liabilities when a legally enforceable
 master netting agreement exists between Credco and its derivative
 counterparty. At September 30, 2009 and December 31, 2008, $7 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 GAAP.

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 September 30, 2009, Credco hedged $7.5 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 loss or gain 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 following
tables summarize the impact of fair value hedges on the consolidated financial
statements for the three and nine months ended September 30, 2009 and 2008,
respectively:

For the three months ended September 30:

|                                        |  |                                 |  |                                 |     |          |   |                                 |  |                                              |  |      |     |      |   |      |   |   |    |   |   |   | 
|--------------------------------------- |  | ------------------------------- |  | ------------------------------- | --- | -------- | - | ------------------------------- |  | -------------------------------------------- |  | ---- | --- | ---- | - | ---- | - | - | -- | - | - | - | 
|                                        |  |                                 |  |                                 |    
|                                        |  | 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 |  | Ineffective net
 gains (losses),
 net of tax | 
|                                        |  |                                 |  |                                 |     |          |   |                                 |  |                                              | 
|(Millions)                              |  |                                 |  | 2009                            |     | 2008     |   |                                 |  | 2009                                         |  | 2008 |     | 2009 |   | 2008 |  
|                                        |  |                                 |  |                                 |     |          |   |                                 |  |                                              |  |      |     |      |   |      |  
|Fair value hedges:                      |  |                                 |  |                                 |     |          |   |                                 |  |                                              |  |      |     |      |   |      |   |   |    |   |   |   | 
|Interest rate contracts                 |  | Other
 revenues                 |  | $                               | 37  |          | $ | 8                               |  | Other
 revenues                              |  | $    | (41 | )    | $ | (8   | ) | $ | (4 | ) | $ |  | 
|                                        |  |                                 |  |                                 |     |          |   |                                 |  |                                              |  |      |     |      |   |      |   |   |    |   |   |   | 
|                                        |  |                                 |  |                                 |    
|For the nine months ended September 30:
|                                        |  |                                 |  |                                 |    
|                                        |  |                                 |  |                                 |    
|                                        |  | Statement of Income             |  |                                 |    
|                                        |  |                                 |  |                                 |    
|                                        |  | Derivative contract gain/(loss) |  | Hedged item gain/(loss)         |     |          |  
|                                        |  |                                 |  |                                 |     |          |  
|Derivative
 relationship                |  | Location                        |  | Amountrecognized,net of tax     |     | Location |   | Amountrecognized,net of tax     |  | Ineffective netgains (losses),net of tax     | 
|                                        |  |                                 |  |                                 |     |          |   |                                 |  |                                              | 
|(Millions)                              |  |                                 |  | 2009                            |     | 2008     |   |                                 |  | 2009                                         |  | 2008 |     | 2009 |   | 2008 |  
|                                        |  |                                 |  |                                 |     |          |   |                                 |  |                                              |  |      |     |      |   |      |  
|                                        |  |                                 |  |                                 |     |          |   |                                 |  |                                              |  |      |     |      |   |      |   |   |    |   |   |   | 
|Fair value hedges:                      |  |                                 |  |                                 |     |          |   |                                 |  |                                              |  |      |     |      |   |      |   |   |    |   |   |   | 
|Interest rate contracts                 |  | Other
 revenues                 |  | $                               | (52 | )        | $ | 2                               |  | Other
 revenues                              |  | $    | 52  |      | $ | (2   | ) | $ |   |   | $ |  | 
|                                        |  |                                 |  |                                 |     |          |   |                                 |  |                                              |  |      |     |      |   |      |   |   |    |   |   |   | 

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 September 30, 2009, Credco hedged $1.2 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 $(9) million of net pretax losses on
 derivative instruments from accumulated other comprehensive loss 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 as part of the cumulative translation adjustment. Any ineffective
 portions of net investment hedges are recognized in other revenues during the
 period of change.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | The
 following table summarizes the impact of cash flow hedges and net investment
 hedges on the consolidated financial statements for the three and nine months
 ended September 30, 2009 and 2008, respectively:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | For the
 three months ended September 30:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

|                           |  |                                                  |     |                                                    |   |                                   |  |                                     |  |        |    |   |   |      |   |                 |  |   |   |  |   |   | 
|-------------------------- |  | ------------------------------------------------ | --- | -------------------------------------------------- | - | --------------------------------- |  | ----------------------------------- |  | ------ | -- | - | - | ---- | - | --------------- |  | - | - |  | - | - | 
|                          
|(Millions)                 |  | Derivative impact on OCI gain (loss), net of tax |     | Derivative ineffectiveness gain (loss), net of tax |  
|                           |  |                                                  |     |                                                    |  
|                           |  | Recognized in
 Other
 Comprehensive
 Income      |     | LocationReclassified into
 Income                  |   | Amount
 Reclassified into
 Income |  | Location
 Reclassified into
 Income |  | Amount |   
|                           |  |                                                  |     |                                                    |   |                                   |  |                                     |  |        |   
|Derivative
 relationship   |  | 2009                                             |     | 2008                                               |   |                                   |  | 2009                                |  | 2008   |    |   |   | 2009 |   | 2008            | 
|                           |  |                                                  |     |                                                    |   |                                   |  |                                     |  |        |    |   |   |      |   |                 | 
|Cash flow
 hedges:         |  |                                                  |     |                                                    |   |                                   |  |                                     |  |        |    |   |   |      |   |                 |  |   |   |  |   |   | 
|Interest rate contracts    |  | $                                                |    |                                                    | $ |                                  |  | Interest
 expense                   |  | $      | (6 | ) | $ | (23  | ) | Other
 revenues |  | $ |  |  | $ |  | 
|                           |  |                                                  |     |                                                    |   |                                   |  |                                     |  |        |    |   |   |      |   |                 |  |   |   |  |   |   | 
|Net
 investment hedges:    |  |                                                  |     |                                                    |   |                                   |  |                                     |  |        |    |   |   |      |   |                 |  |   |   |  |   |   | 
|Foreign exchange contracts |  | $                                                | (15 | )                                                  | $ | 59                                |  | Other
 revenues                     |  | $      |   |   | $ |     |   | Other
 revenues |  | $ |  |  | $ |  | 
|                           |  |                                                  |     |                                                    |   |                                   |  |                                     |  |        |    |   |   |      |   |                 |  |   |   |  |   |   | 

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

| |                                         
| | ----------------------------------------
| | For the nine
 months ended September 30:

|                           |  |                                                  |     |                                                    |   |                                   |   |                                     |  |        |     |   |   |      |   |                 |  |   |   |  |   |   | 
|-------------------------- |  | ------------------------------------------------ | --- | -------------------------------------------------- | - | --------------------------------- | - | ----------------------------------- |  | ------ | --- | - | - | ---- | - | --------------- |  | - | - |  | - | - | 
|                           |  |                                                  |     |                                                    |   |                                   |   |                                     |  |        |     |   |   |      |   |                 |  |   |   |  |   |   | 
|(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 Reclassified
 into
 Income |  | Amount |    
|                           |  |                                                  |     |                                                    |   |                                   |   |                                     |  |        |    
|Derivative
 relationship   |  | 2009                                             |     | 2008                                               |   |                                   |   | 2009                                |  | 2008   |     |   |   | 2009 |   | 2008            | 
|                           |  |                                                  |     |                                                    |   |                                   |   |                                     |  |        |     |   |   |      |   |                 | 
|Cash flow
 hedges:         |  |                                                  |     |                                                    |   |                                   |   |                                     |  |        |     |   |   |      |   |                 |  |   |   |  |   |   | 
|Interest rate contracts    |  | $                                                | (8  | )                                                  | $ | (37                               | ) | Interest
 expense                   |  | $      | (35 | ) | $ | (53  | ) | Other
 revenues |  | $ |  |  | $ |  | 
|                           |  |                                                  |     |                                                    |   |                                   |   |                                     |  |        |     |   |   |      |   |                 |  |   |   |  |   |   | 
|Net
 investment hedges:    |  |                                                  |     |                                                    |   |                                   |   |                                     |  |        |     |   |   |      |   |                 |  |   |   |  |   |   | 
|Foreign exchange contracts |  | $                                                | (83 | )                                                  | $ | (7                                | ) | 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 three and nine months ended
 September 30, 2009 and 2008, respectively:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | For the three months ended September 30:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

|                                      |  |                                                                                          |  |                              |    |      |   |      |  
|------------------------------------- |  | ---------------------------------------------------------------------------------------- |  | ---------------------------- | -- | ---- | - | ---- | -
|                                      |  |                                                                                          |  |                              |   
|                                     
|Derivative
 Relationship              |  | Income Statement classification of gain
 (loss) on derivatives not designated as
 hedges |  | Amount recognized net of tax |   
|                                      |  |                                                                                          |  |                              |   
|                                     
|(Millions)                            |  |                                                                                          |  | 2009                         |    | 2008 |  
|                                      |  |                                                                                          |  |                              |    |      |  
|                                      |  |                                                                                          |  |                              |    |      |  
|Derivatives
 not designated as hedges |  |                                                                                          |  |                              |    |      |   |      |  
|Interest
 rate contracts              |  | Other
 revenues                                                                          |  | $                            |   |      | $ | (1   | )
|Foreign
 exchange contracts           |  | Other
 revenues                                                                          |  |                              | 44 |      |   | (110 | )
|                                      |  | Interest
 expense                                                                        |  |                              | 2  |      |   | 4    |  
|                                      |  |                                                                                          |  |                              |    |      |   |      |  
|Total                                 |  |                                                                                          |  | $                            | 46 |      | $ | (107 | )
|                                      |  |                                                                                          |  |                              |    |      |   |      |  

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

For
the nine months ended September 30:

|                                      |  |                                                                                      |  |                              |    |      |   |     |  
|------------------------------------- |  | ------------------------------------------------------------------------------------ |  | ---------------------------- | -- | ---- | - | --- | -
|                                     
|                                     
|DerivativeRelationship                |  | Income Statement classification of gain(loss) on derivatives not designated ashedges |  | Amount recognized net of tax |   
|                                      |  |                                                                                      |  |                             
|                                     
|(Millions)                            |  |                                                                                      |  | 2009                         |    | 2008 |  
|                                      |  |                                                                                      |  |                             
|                                     
|Derivatives
 not designated as hedges |  |                                                                                      |  |                              |    |      |   |     |  
|Interest
 rate contracts              |  | Other revenues                                                                       |  | $                            |   |      | $ |    |  
|Foreign
 exchange contracts           |  | Other revenues                                                                       |  |                              | 51 |      |   | (95 | )
|                                      |  | Interest expense                                                                     |  |                              | 10 |      |   | 13  |  
|                                      |  |                                                                                      |  |                              |    |      |   |     |  
|Total                                 |  |                                                                                      |  | $                            | 61 |      | $ | (82 | )
|                                     

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7. | 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. In July 2009, the IRS completed its field examination of
 American Express federal tax returns for the years 2003 and 2004. However,
 all of these years continue to remain open as a consequence of certain issues
 under appeal.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Credco had
 approximately $105 million and $63 million of unrecognized tax benefits at
 September 30, 2009 and December 31, 2008, respectively. The change is
 primarily due to an increase in unrecognized tax benefits relating to the
 attribution of taxable income to a particular jurisdiction or jurisdictions.
 Included in the $105 million and $63 million of unrecognized tax benefits at
 September 30, 2009 and December 31, 2008, respectively, are corresponding
 benefits of approximately $88 million and $53 million, respectively, that, if
 recognized, would favorably affect the tax rate in a future period. These
 benefits primarily relate to Credcos gross permanent benefits and
 corresponding foreign tax credits and federal tax effects. Credco had
 approximately $25 million and $15 million accrued for the payment of interest
 and penalties at September 30, 2009 and December 31, 2008, respectively. For
 the three and nine months ended September 30, 2009, Credco recognized a net
 charge of approximately $2 million and $10 million of interest and penalties,
 respectively.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 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 8 percent for both the three and nine months ended September 30,
 2009, respectively, compared with 13 percent for the full year 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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Table of Contents

AMERICAN
EXPRESS CREDIT CORPORATION

|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Item 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
 RESULTS OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | Restated Consolidated Statement of Cash Flows                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | As discussed
 in the Explanatory Note to this Third Quarter 2009 Form 10-Q/A and
 in Note 1 to the Consolidated Financial Statements, American Express Credit
 Corporation (Credco) is restating its Consolidated Statement of Cash Flows for
 the nine months ended September 30, 2009. This restatement is to correct an
 overstatement of cash flows from investing activities and an equal and
 offsetting understatement of cash flows from operating activities, as further
 explained below. This restatement does not impact Credcos previously
 reported overall net change in cash and cash equivalents in its Consolidated
 Statement of Cash Flows or Credcos Consolidated Balance Sheet or Consolidated
 Statement of Income for the period presented.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | The
 restatement is the result of a correction of a manual error in the classification
 of cash flows pertaining to amounts Due from Affiliates. The error resulted
 from an incorrect identification of cash flows from transactions with entities
 affiliated with Credco between investing and operating activities whereby a
 cash outflow from investing activities was inadvertently recorded as a cash
 inflow, with an equal and offsetting error in cash flow from operating activities.
     The error resulted in an overstatement of cash from investing activities
     of $3.9 billion and an understatement of cash from operating activities
     of $3.9 billion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | Note 1 to
 the Consolidated Financial Statements included herein also contains
 information regarding the nature and impact of the restatement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | Restatement of Results in Previously Filed Financial Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | As disclosed
 previously and discussed in the Explanatory Note, on November 16, 2009,
 Credco restated its financial statements and filed an amended Annual Report
 on Form 10-K/A for the fiscal year ended December 31, 2008, and amended its
 Quarterly Reports on Form 10-Q for the periods ended March 31, 2009 and June
 30, 2009 and also included in the report on Form 10-Q for the quarterly
 period ended September 30, 2009 (i) a restated Consolidated Balance Sheet as
 of December 31, 2008, (ii) restated Consolidated Statements of Income for the
 three and nine month periods ended September 30, 2008, and (iii) a related
 restatement of the Consolidated Statement of Cash Flows for the nine months
 ended September 30, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | The
 restatement was 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 connection with the
 preparation for the maturity of debt related to the investment, 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.                                                                                                                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | That
 restatement also included the impact of (i) certain other unrelated
 immaterial errors primarily impacting the 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 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 engaged
 in the business of financing non-interest-bearing cardmember receivables
 arising from the use of the American Express ® Card, the American
 Express ® Gold Card,
 Platinum Card ®,
 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 loans mainly comprised of
 American Express credit cards issued in non-U.S. markets, although
 interest-bearing and revolving loans are primarily funded by subsidiaries of
 TRS other than Credco.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | Current Economic Environment/Outlook                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | While
 year-over-year cardmember spending volume comparisons remained negative
 during the third quarter, monthly comparisons have recently improved as
 spending levels have stabilized. This pattern was fairly consistent across
 all of American Express businesses. In addition, the number of cardmember
 transactions on American Express network was relatively flat year-over-year.
 If third quarter spending volumes continue through the fourth quarter, which
 is subject to various uncertainties such as consumer confidence and the
 strength of the economy, among other factors, American Express would expect
 further narrowing of the decline in growth metrics given easier
 year-over-year comparisons. Credit trends continued to show overall
 improvement. Charge card losses have moderated in the United States and
 worldwide past-due trends have improved.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 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 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.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | Certain
 prior year amounts have been reclassified to conform to the current year
 presentation of the Consolidated Statement of Cash Flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | Results of Operations for the Nine Months ended September 30, 2009
 and 2008                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | Pretax
 income depends primarily on the volume of cardmember receivables 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 purchased. Credcos
 consolidated net income decreased 57 percent to $269 million for the nine
 months ended September 30, 2009, as compared to the nine months ended
 September 30, 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. A
 portion of the decrease in net income was also due to the year-over-year
 decrease in other revenues for the reasons described below.                                                                                                                                                                                                                                                                                                                                                                                                                                                

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

The following
table summarizes the changes attributable to the increase (decrease) in key
revenue and expense accounts for the nine month period ended September 30,
2009, compared with the nine month period ended September 30, 2008 (millions):

|                                                                        |  |   |        |  
|----------------------------------------------------------------------- |  | - | ------ | -
|Discount revenue earned on purchased
 cardmember receivables and loans: |  |   |        |  
|Volume of receivables and loans purchased                               |  | $ | (1,082 | )
|Discount rates                                                          |  |   | (212   | )
|                                                                        |  |   |        |  
|                                                                        |  |   |        |  
|Total                                                                   |  | $ | (1,294 | )
|                                                                        |  |   |        |  
|                                                                        |  |   |        |  
|Interest income from affiliates:                                        |  |   |        |  
|Average loans to affiliates                                             |  | $ | (53    | )
|Interest rates                                                          |  |   | (210   | )
|                                                                        |  |   |        |  
|                                                                        |  |   |        |  
|Total                                                                   |  | $ | (263   | )
|                                                                        |  |   |        |  
|                                                                        |  |   |        |  
|Interest income from investments:                                       |  |   |        |  
|Average investments outstanding                                         |  | $ | 49     |  
|Interest rates                                                          |  |   | (195   | )
|                                                                        |  |   |        |  
|                                                                        |  |   |        |  
|Total                                                                   |  | $ | (146   | )
|                                                                        |  |   |        |  
|                                                                        |  |   |        |  
|Provisions for losses, net of recoveries:                               |  |   |        |  
|Volume of receivables purchased                                         |  | $ | (392   | )
|Provisions rates and volume of recoveries                               |  |   | 7      |  
|                                                                        |  |   |        |  
|                                                                        |  |   |        |  
|Total                                                                   |  | $ | (385   | )
|                                                                        |  |   |        |  
|                                                                        |  |   |        |  
|Interest expense:                                                       |  |   |        |  
|Average debt outstanding                                                |  | $ | (408   | )
|Interest rates                                                          |  |   | (203   | )
|                                                                        |  |   |        |  
|                                                                        |  |   |        |  
|Total                                                                   |  | $ | (611   | )
|                                                                        |  |   |        |  
|                                                                        |  |   |        |  
|Interest expense to affiliates:                                         |  |   |        |  
|Average debt outstanding                                                |  | $ | 9      |  
|Interest rates                                                          |  |   | (186   | )
|                                                                        |  |   |        |  
|                                                                        |  |   |        |  
|Total                                                                   |  | $ | (177   | )
|                                                                        |  |   |        |  

Discount Revenue
Earned on Purchased Cardmember Receivables and Loans

Discount
revenue decreased 71 percent or $1,294 million to $524 million for the nine
months ended September 30, 2009, as compared to the nine months ended September
30, 2008, due to a decrease in both the volume of receivables purchased and
discount rates. Volume of receivables and loans purchased for the nine months
ended September 30, 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 the Banks. 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 26 basis points
compared to the nine months ended September 30, 2008.

Interest Income from
Affiliates

Interest
income from affiliates decreased 45 percent or $263 million to $320 million for
the nine months ended September 30, 2009, as compared to the nine months ended
September 30, 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 interest rate charged to affiliates during the
nine months ended September 30, 2009, was 195 basis points lower than the
average interest rate charged to affiliates in the same nine month period a
year ago.

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AMERICAN EXPRESS CREDIT CORPORATION

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Interest Income from Investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Interest
 income from investments decreased 67 percent or $146 million to $73 million
 for the nine months ended September 30, 2009, as compared to the nine months
 ended September 30, 2008. The year-over-year decrease is due to the decrease
 of the average interest rate on the total investment portfolio of
 approximately 179 basis points for the nine months ended September 30, 2009,
 as compared to the same nine month period a year ago, as well as the maturity
 of $1 billion of U.S. Treasury securities in 2009.                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Other Revenues                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Other
 revenues decreased $47 million to $(7) million for the nine months ended
 September 30, 2009 as compared to the prior year period primarily as a result
 of the change in value of foreign exchange forward contracts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Provisions for Losses, Net of Recoveries                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | The
 provisions for losses, net of recoveries, decreased 70 percent or $385
 million to $163 million for the nine months ended September 30, 2009, as
 compared to the nine months ended September 30, 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 58 percent and 82
 percent, respectively, for the nine months ended September 30, 2009, as
 compared to the same period a year ago. Interest expense decreased due to
 lower interest rates and lower average debt outstanding. Interest expense to
 affiliates decreased due to lower interest rates, partially offset by an
 increase in average debt with affiliates outstanding. The average interest
 rate on debt outstanding during the nine months ended September 30, 2009, was
 98 basis points lower than the same period a year ago. The average rate due
 to affiliates during the nine months ended September 30, 2009, was 184 basis
 points lower than the same period a year ago.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Service Fees to Affiliates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Service fees
 to affiliates decreased to $1 million for the nine months ended September 30,
 2009, as compared to $152 million for the nine months ended September 30,
 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.                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Credcos
 effective tax rate was 8 percent and 12 percent for the nine months ended
 September 30, 2009, and 2008, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Cardmember Receivables                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | At September
 30, 2009, and December 31, 2008, Credco owned $9.2 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 September 30, 2009, and
 December 31, 2008, CRC owned approximately $1.9 billion and $2.4 billion,
 respectively, of participation interests purchased from RFC V.                                                           

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

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

|                                                                |  |                    |       |                   |   |                    |   |   |        |  
|--------------------------------------------------------------- |  | ------------------ | ----- | ----------------- | - | ------------------ | - | - | ------ | -
|As of and
 for nine months ended (Millions, except percentages) |  | September 30, 2009 |       | December 31, 2008 |   | September 30, 2008 |  
|                                                                |  |                    |       |                   |   |                    |  
|                                                               
|Total
 cardmember receivables                                   |  | $                  | 9,223 |                   | $ | 10,859             |   | $ | 22,672 |  
|Loss
 reserves                                                  |  | $                  | 144   |                   | $ | 204                |   | $ | 717    |  
|as a % of receivables (a)                                       |  |                    | 1.6   | %                 |   | 1.9                | % |   | 3.2    | %
|Average life
 of cardmember receivables (in days) (b)           |  |                    | 30    |                   |   | 32                 |   |   | 33     |  
|                                                                |  |                    |       |                   |   |                    |   |   |        |  
|Cardmember
 receivables  180 day write-off (a)                 |  | $                  | 1,894 |                   | $ | 2,444              |   |   | N/A    |  
|30 days past
 due as a % of total                               |  |                    | 1.9   | %                 |   | 2.6                | % |   | N/A    |  
|Average
 receivables                                            |  | $                  | 1,961 |                   | $ | 10,187             |   |   | N/A    |  
|Write-offs,
 net of recoveries                                  |  | $                  | 48    |                   | $ | 695                |   |   | N/A    |  
|Net write-off
 rate (a)                                         |  |                    | 3.3   | %                 |   | 9.1                | % |   | N/A    |  
|                                                                |  |                    |       |                   |   |                    |   |   |        |  
|Cardmember
 receivables  360 day write-off                     |  | $                  | 7,329 |                   | $ | 8,415              |   | $ | 22,672 |  
|90 days past
 due as a % of total                               |  |                    | 1.8   | %                 |   | 2.8                | % |   | 4.3    | %
|Write-offs,
 net of recoveries                                  |  | $                  | 144   |                   | $ | 107                |   | $ | 560    |  
|Net
 write-off rate (c)                                         |  |                    | 0.21  | %                 |   | 0.12               | % |   | 0.27   | %

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (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 an annualized 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 September 30, 2009, decreased approximately $1.6 billion from
   December 31, 2008, primarily as a result of a reduction in cardmember
   receivables purchased due to the expected seasonal changes in cardmember
   spending.

Reserves
   for Cardmember Receivables and Cardmember Loans

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

|                              |  |                   |      |                   |   |      |  
|----------------------------- |  | ----------------- | ---- | ----------------- | - | ---- | -
|Nine months
 ended (Millions) |  | September 30,2009 |      | September 30,2008 |  
|                              |  |                   |      |                   |  
|                             
|Balance,
 beginning of period |  | $                 | 218  |                   | $ | 841  |  
|Provisions
 for losses (a)    |  |                   | 163  |                   |   | 548  |  
|Accounts
 written-off (a)     |  |                   | (210 | )                 |   | (568 | )
|Other                         |  |                   | (8   | )                 |   | (92  | )
|                              |  |                   |      |                   |   |      |  
|                             
|Balance, end
 of period       |  | $                 | 163  |                   | $ | 729  |  
|                              |  |                   |      |                   |   |      |  

| |     |                                                                                                                                                                 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Includes recoveries on
 accounts previously written-off of $57 million and $119 million during the
 nine months ended September 30, 2009 and 2008, respectively.

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AMERICAN EXPRESS CREDIT CORPORATION

Loans to Affiliates

Components of
loans to affiliates were as follows:

|                                            |  |                    |       |                   |   |                    |  |   |        | 
|------------------------------------------- |  | ------------------ | ----- | ----------------- | - | ------------------ |  | - | ------ | 
|(Millions)                                  |  | September 30, 2009 |       | December 31, 2008 |   | September 30, 2008 | 
|                                            |  |                    |       |                   |   |                    | 
|                                           
|TRS
 Subsidiaries:                          |  |                    |       |                   |   |                    | 
|American Express Australia Limited          |  | $                  | 3,503 |                   | $ | 3,204              |  | $ | 3,994  | 
|American Express Services Europe Limited    |  |                    | 2,675 |                   |   | 2,388              |  |   | 2,971  | 
|Amex Bank of Canada                         |  |                    | 2,557 |                   |   | 2,257              |  |   | 2,627  | 
|American Express Centurion Bank (a)         |  |                    |      |                   |   | 2,225              |  |   |       | 
|American Express International, Inc.        |  |                    | 358   |                   |   | 943                |  |   | 861    | 
|American
 Express Co. (Mexico) S.A. de C.V. |  |                    | 408   |                   |   | 392                |  |   | 476    | 
|American Express Bank (Mexico) S.A.         |  |                    | 330   |                   |   | 317                |  |   | 340    | 
|                                            |  |                    |       |                   |   |                    |  |   |        | 
|                                           
|Total (b)                                   |  | $                  | 9,831 |                   | $ | 11,726             |  | $ | 11,269 | 
|                                            |  |                    |       |                   |   |                    |  |   |        | 

|    |                                                                                                                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 $9.8
 billion outstanding of loans to affiliates, approximately $6.6 billion are
 collateralized by the underlying cardmember receivables transferred with
 recourse.                                 

Due from Affiliates

At September
30, 2009, and December 31, 2008, due from affiliates was $5.2 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)                                    |  | September 30,2009 |       | December 31,2008 |   | September 30,2008 | 
|                                              |  |                   |       |                  |   |                   |  |   |       | 
|                                              |  |                   |       |                  |   |                   |  |   |       | 
|American Express                              |  | $                 | 2,458 |                  | $ | 3,579             |  | $ | 4,072 | 
|AE Exposure Management Ltd.                   |  |                   | 743   |                  |   | 2,356             |  |   | 2,427 | 
|TRS                                           |  |                   |      |                  |   | 1,483             |  |   | 1,485 | 
|American Express Holdings (Netherlands)
 C.V. |  |                   | 419   |                  |   | 417               |  |   | 386   | 
|American Express Europe Limited               |  |                   | 175   |                  |   | 175               |  |   |      | 
|National Express Company, Inc.                |  |                   | 130   |                  |   | 91                |  |   | 106   | 
|American Express Publishing Corp.             |  |                   | 50    |                  |   | 84                |  |   | 61    | 
|Other                                         |  |                   | 183   |                  |   | 132               |  |   | 155   | 
|                                              |  |                   |       |                  |   |                   |  |   |       | 
|                                              |  |                   |       |                  |   |                   |  |   |       | 
|Total                                         |  | $                 | 4,158 |                  | $ | 8,317             |  | $ | 8,692 | 
|                                              |  |                   |       |                  |   |                   |  |   |       | 

Short-term
debt to affiliates consists primarily of master note agreements for which there
is no stated term.

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.

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AMERICAN EXPRESS CREDIT CORPORATION

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 both maintaining 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. It has a variety
of funding sources available to access the debt capital markets, including
commercial paper and senior unsecured debentures. The market for Credcos
unsecured term debt has improved in 2009 as the capital markets continue to
recover. 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. Credco continues to assess its funding needs
and investor demand and could 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 is to raise funds and maintain access to a sufficient
amount of its own and its affiliates cash and readily-marketable securities
that are easily convertible to cash in order to, at a minimum, meet seasonal
and other working capital needs for the next 12 months. Working capital needs
include maturing debt obligations, both long and short term, changes in
receivables and other asset balances, as well as operating requirements.

Credcos
liquidity and funding strategy is designed to maintain appropriate 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). There have been no changes to the ratings
during the last quarter.

|              |  |                     |  |                    |  |         
|------------- |  | ------------------- |  | ------------------ |  | --------
|              |  |                     |  |                    |  |         
|             
|Credit Agency |  | Short- Term ratings |  | Long- Term ratings |  | Outlook 
|              |  |                     |  |                    |  |         
|              |  |                     |  |                    |  |         
|DBRS          |  | R-1 (middle)        |  | A (high)           |  | Negative
|              |  |                     |  |                    |  |         
|Fitch         |  | F1                  |  | A+                 |  | Negative
|              |  |                     |  |                    |  |         
|Moodys       |  | Prime-1             |  | A2                 |  | Stable  
|              |  |                     |  |                    |  |         
|S&P           |  | A-2                 |  | BBB+               |  | Negative
|              |  |                     |  |                    |  |         
|              |  |                     |  |                    |  |         

A downgrade in
Credcos 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 debt rating could also
reduce Credcos borrowing capacity in the unsecured term debt and commercial
paper markets.

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 widely recognized 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
working capital funding needs as well as to cover the daily maturities of
commercial paper issued, and has had continuous access to the commercial paper
markets during the credit crisis.

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AMERICAN EXPRESS CREDIT CORPORATION

In addition,
Credco is eligible to have up to $14.7 billion of commercial paper outstanding
with the special purpose vehicle (SPV) established as part of the Commercial
Paper Funding Facility (CPFF). Credco has not issued commercial paper to the
CPFF during 2009 and had no commercial paper outstanding with the CPFF as of
September 30, 2009. The CPFF is currently set to expire at February 1, 2010.

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
September 30, 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 defined as any debt with an
original maturity greater than 12 months.

Credco had the
following long-term debt outstanding:

|                           |  |                                |      |                            |   |      | 
|-------------------------- |  | ------------------------------ | ---- | -------------------------- | - | ---- | 
|(Billions)                 |  | Quarter endedSeptember 30,2009 |      | Year endedDecember 31,2008 |  
|                           |  |                                |      |                            |  
|                           |  |                                |      |                            |  
|Long-term debt outstanding |  | $                              | 18.3 |                            | $ | 20.0 | 
|Average long-term debt     |  | $                              | 18.6 |                            | $ | 21.2 | 
|                           |  |                                |      |                            |   |      | 

Credco 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. On August 25, 2009, Credco successfully issued $1.5 billion
of non-guaranteed fixed-rate senior unsecured debt from its U.S. shelf
registration. At September 30, 2009, Credco had $11.7 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 which is
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 September 30, 2009, $2.0 billion was outstanding under this
program, of which $1.5 billion was issued by Credco. Subsequent to September
30, 2009, Credco successfully accessed the U.K. unsecured debt markets, and
issued £750 million (approximately $1.2 billion) of senior unsecured debt.

Credco has
also established a program in Australia for the issuance of debt securities
from time to time of up to approximately $5.2 billion. During the nine months
ended September 30, 2009, no notes were issued under this program. At September
30, 2009, approximately $4.4 billion was available for issuance under this
program.

Credco
maintains a shelf registration in Canada for a medium-term note program
providing for the issuance from time to time, in Canada, of up to approximately
$3.2 billion of notes by American Express Canada Credit Corporation
(Cancredco), an indirect wholly-owned subsidiary of Credco. All notes issued
under this shelf registration are guaranteed by Credco. During the nine months
ended September 30, 2009, no notes were issued under this program. Subsequent
to September 30, 2009, CanCredco successfully accessed the Canadian unsecured
debt markets, and issued CAD $950 million (approximately $1.0 billion) of
senior unsecured debt guaranteed by Credco. 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 $200 million to TRS during the nine months ended September
30, 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 cash
equivalents 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, and maintaining a variety of contingent
sources of cash and financing.

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

|                    |  |                 |     | 
|------------------- |  | --------------- | --- | 
|                    |  |                 |     | 
|                    |  |                 |     | 
|(Billions)          |  | Debt Maturities |    
|                    |  |                 |    
|                    |  |                 |     | 
|Quarter
 Ending:    |  |                 |     | 
|                    |  |                 |     | 
|                    |  |                 |     | 
|December 31,
 2009  |  | $               | 1.1 | 
|March 31,
 2010     |  |                 |    | 
|June 30,
 2010      |  |                 | 1.4 | 
|September
 30, 2010 |  |                 |    | 
|                    |  |                 |     | 
|                    |  |                 |     | 
|Total               |  | $               | 2.5 | 
|                    |  |                 |     | 

Credco incurs
net interest cost of carry on the cash and readily-marketable securities it
holds which will be dependent on the amount of cash and readily-marketable
securities that Credco maintains, as well as the difference between its cost of
funding these amounts and their investment yields.

Cash and Readily-Marketable Securities

At September
30, 2009, Credco had cash and cash equivalents of approximately $0.2 billion as
well as $2.0 billion of longer-term readily-marketable securities. These
investments are limited to high credit quality, highly liquid short-term
instruments, as well as longer term, highly liquid instruments, such as U.S.
Government Sponsored Enterprises obligations. 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. In addition to its actual holdings of cash and readily-marketable
securities, Credco maintains access to additional liquidity, also in the form
of cash and cash equivalents held by certain affiliates, through intercompany
loan agreements.

Money Market Fund

Credco owned a
$500 million investment in the Reserve Primary Fund (the Fund), a money market
fund. In September 2008, the net asset value of the Fund fell below $1 per
share, at which time Credco recorded a loss of $15 million related to this
investment. As of October 2, 2009, Credco has received approximately $459 million
from the Fund since it filed a redemption order with Reserve, the Fund sponsor,
in September 2008. Credcos remaining original principal balance in the Reserve
Primary Fund totals $40.9 million (excluding $15 million write-off). The
remaining amount due from the Fund is recorded in deferred charges and other
assets on Credcos Consolidated Balance Sheets. The timing of future
redemptions from the Fund for the receipt of remaining proceeds cannot be
determined at this time.

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AMERICAN EXPRESS CREDIT CORPORATION

| |                                                                                        
| | ---------------------------------------------------------------------------------------
| | Committed Bank Credit Facilities                                                       
| |                                                                                        
| | Credco
 maintained committed bank credit facilities at September 30, 2009, as
 follows:

| |               |  |       |      |                 |   |        |  |   |     |    
| | ------------- |  | ----- | ---- | --------------- | - | ------ |  | - | --- | ---
| | (Billions)    |  | Total |      | AmericanExpress |   | Credco | 
| |               |  |       |      |                 |   |        | 
| |               |  |       |      |                 |   |        |  |   |     |    
| | Committed (a) |  | $     | 11.2 |                 | $ | 1.3    |  | $ | 9.9 | (b)
| | Outstanding   |  | $     | 3.1  |                 | $ |       |  | $ | 3.1 |    
| |               |  |       |      |                 |   |        |  |   |     |    

| |                                                               |                                                                                                                                                                                              
| | ------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)                                                           | Included is $3.1 billion
 outstanding related to the Australian facility.                                                                                                                    
| |                                                               |                                                                                                                                                                                              
| | (b)                                                           | Credco has an allocation of
 $9.9 billion under these facilities and also has access to the Parent
 Companys allocation of $1.3 billion, for a maximum borrowing capacity of
 $11.2 billion.
| |                                                               |                                                                                                                                                                                              
| | Credcos
 committed bank credit facilities expire as follows:

| |            |  |   |      | 
| | ---------- |  | - | ---- | 
| | (Billions) |  |   |      | 
| |            |  |   |      | 
| |            |  |   |      | 
| | 2010       |  | $ | 1.9  | 
| | 2011       |  |   | 2.7  | 
| | 2012       |  |   | 6.6  | 
| |            |  |   |      | 
| |            |  |   |      | 
| | Total      |  | $ | 11.2 | 
| |            |  |   |      | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 1.60 for the nine months ended September 30,
 2009. The ratio of earnings to fixed charges for American Express for the
 nine months ended September 30, 2009 was 2.09.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 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 September 30, 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
 Third Quarter 2009 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 other things, the housing market and the rates of bankruptcies, which
 can affect spending on card products and debt payments by individual and
 business 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 the Credit Card Accountability
 Responsibility and Disclosure Act of 2009 and 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
 restatements or (ii) its material weaknesses 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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Table of Contents

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, Note 1 to the Consolidated Financial Statements and Managements Discussion and Analysis of Financial Condition and Results of Operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | 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 (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 September 30, 2009 due to the material weaknesses
     identified and described below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |                                                                                                                                                                                                
|        | As disclosed previously,
 Credco restated its financial statements and filed an amended Annual Report
 on Form 10-K/A for the fiscal year ended December 31, 2008, and amended
 Quarterly Reports on Form 10-Q/A for the periods ended March 31 and June 30,
 2009. The restatement was to correct errors in the translation of foreign
 currency balances related to an investment in a consolidated foreign
 subsidiary. These errors were discovered by management in the third quarter
 of 2009 in connection with its preparation for the maturity of debt related
 to the investment, and brought immediately to the attention of the internal
 and external auditors, prior to the preparation of Credcos financial
 statements for the third quarter of 2009. These errors resulted in:                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | Incorrect
 transaction losses of $135 million being recorded in Other Revenues in the
 Consolidated Statements of Income from September 2007 through June 2009; and                            
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | Corresponding
 incorrect credits in Foreign Currency Translation Adjustments (FCTA) in
 Accumulated Other Comprehensive Income (Loss) in the Consolidated Balance
 Sheets over the same period.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | The effect
 of the error in the translation of foreign currency balances, together with
 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 these
 errors resulted in an increase in Credcos ratio of earnings to fixed charges
 from 1.50 to 1.62 (as restated) for fiscal year 2008 and no change to
 Credcos 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 June 30, 2009 and March 31, 2009 by $41 million
 (from $68 million to $27 million, as restated) and $9 million (from $144
 million to $135 million, as restated), respectively. The correction of these
 errors resulted in a decrease in Credcos ratio of earnings to fixed charges
 from 1.66 to 1.51 (as restated) for the six-month period ended June 30, 2009
 and an increase in this ratio from 1.78 to 1.81 (as restated) for the three
 month period ended March 31, 2009.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | Following a
 review of its controls and processes for recording and monitoring its
 investments in consolidated foreign subsidiaries, Credcos management has
 determined that it did not maintain effective controls over processes to
 accurately record and subsequently monitor certain of its investments in
 consolidated foreign subsidiaries with funding structures similar to the
 structure in which the error occurred. This deficiency 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.                                                                                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | Additionally,
 Credco has filed this amendment to its Quarterly Report on Form 10-Q for the
 quarterly period ended September 30, 2009 (Third Quarter 2009 Form 10-Q/A) to
 restate its Consolidated Statement of Cash Flows for the nine months then ended
     September 30, 2009. This restatement is to correct an overstatement of cash
     flows from investing activities and an equal and offsetting understatement
     of cash flows from operating activities, as further explained below. This
     restatement does not impact Credcos previously reported overall net
     change in cash and cash equivalents in its Consolidated Statement of Cash
     Flows, or Credcos
 Consolidated Balance Sheet or Consolidated Statement of Income, for the
 period presented.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | The restatement is the result of a correction of a manual error
     in the classification of cash flows pertaining to amounts Due from Affiliates.
     The error resulted from an incorrect identification of cash flows between
     investing and operating activities from transactions between Credco and
     its affiliates. As a result, a cash outflow from investing activities was
     inadvertently recorded as a cash inflow, with an equal and offsetting error
     in cash flow from operating activities. The error resulted in an overstatement
     of cash from investing activities of $3.9 billion and an understatement
     of cash from operating activities of $3.9 billion. This error was identified
     by management in the course of preparing the Consolidated Statement of Cash
     Flows for Credcos
     2009 Annual Report on Form 10-K and brought immediately to the attention
     of the internal and external auditors. As part of the remediation activities
     for the material weakness identified in the third quarter of 2009 described
     above, more senior personnel were deployed to the accounting and control
    processes of Credco.                                               

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |    |                                                                                                                                                                                                                     
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Following a
 further review of its controls and processes, Credcos management has
 determined that it did not maintain effective controls over the preparation and
 review of its Consolidated Financial Statements. Accordingly, Credcos
 management concluded that this deficiency constitutes a second material
 weakness.                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Remediation
 Steps to Address Material Weaknesses in Internal Controls                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Credco has
 reviewed its processes and controls for recording and monitoring its
 investments in consolidated foreign subsidiaries and has determined that the
 error was limited to a discrete number of similar transactions (specifically
 three funding structures related to its investments in certain consolidated
 foreign subsidiaries). Credco has performed a detailed review of each of
 these investment funding structures and has determined there have been no other
 errors in accounting for them. To address the control deficiency described
 above, Credco instituted the following new controls:
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |    |                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 1. | Crosstraining
 of Credco accounting personnel and introduction of more senior personnel to
 the accounting and control processes;                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 2. | Enhanced
 cross-functional review of foreign currency exposures;                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 3. | Quarterly
 monitoring of funding structures related to its investments in foreign
 subsidiaries to ensure they are being properly accounted for at inception,
 post-inception and upon maturity;                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 4. | Redesign of
 the account reconciliation process for FCTA;                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 5. | Enhanced
 monitoring of control effectiveness by American Express internal control
 specialists; and                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 6. | Reinforcement
 of the requirement for new, similar transactions to be escalated for senior
 level and subject matter expert review.                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |    |                                                                                                                                                                                                                     
| | Controls 1
 and 5 above apply broadly to Credcos process of preparing and reviewing
 its financial statements, and were instrumental in discovering the error being
 corrected in this Third Quarter 2009 Form 10-Q/A. In addition to these
 controls, Credco is also implementing the following additional controls for
 both its Third Quarter 2009 Form 10-Q/A and its 2009 Form 10-K:                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |    |                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   | Improving the
 spreadsheet controls for the preparation of the Consolidated Financial Statements;                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   | Developing
 refreshed training for preparers and reviewers of financial statement items;
     and                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   | Enhancing
 managements review and analysis of key financial statement items, footnotes,
 and disclosures, including formal documentation of composition
 and trend analysis for all financial statement line items.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Based on the
 foregoing, management believes that, as of the filing date
 of this Third Quarter 2009 Form 10-Q/A, 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.
 Testing of the effectiveness of the recently instituted controls is
 ongoing. As a result, Credcos management believes the material weaknesses
 have not yet been fully remediated.                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Changes in
 Internal Control over Financial Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | There were changes to Credcos
 internal control over financial reporting relating to remediation measures as
     described above that occurred during the third quarter ended September 30,
     2009 and through the date of this filing 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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Table of Contents

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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Table of Contents

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: March
 31, 2010 | By | /s/ David L. Yowan                         
|                      |    |                                            
|                      |    |                                            
|                      |    | David L. Yowan                             
|                      |    | Chief Executive Officer                    
|                      |    |                                            
|DATE: March
 31, 2010 | By | /s/ Kimberly R. Scardino                   
|                      |    |                                            
|                      |    |                                            
|                      |    | Kimberly
     R. Scardino                  
|                      |    | 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 4.1  |  | Trust
 Indenture Providing for the Issuance of Medium Term Notes dated as of October
 28, 2005.                                                                        |  | Incorporated by reference to Exhibit 4.1 to Registrants Quarterly Report of Form 10-Q (Commission File No. 1-6908) for the quarter ended September 30, 2009.
|             |  |                                                                                                                                                                        |  |                                                                                                                                                              
|Exhibit 4.2  |  | First
 Supplemental Indenture dated as of January 22, 2008.                                                                                                            |  | Incorporated by reference to Exhibit 4.2 to Registrants Quarterly Report of Form 10-Q (Commission File No. 1-6908) for the quarter ended September 30, 2009.
|             |  |                                                                                                                                                                        |  |                                                                                                                                                              
|Exhibit 4.3  |  | Second
 Supplemental Indenture dated as of January 22, 2008.                                                                                                           |  | Incorporated by reference to Exhibit 4.3 to Registrants Quarterly Report of Form 10-Q (Commission File No. 1-6908) for the quarter ended September 30, 2009.
|             |  |                                                                                                                                                                        |  |                                                                                                                                                              
|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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