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

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

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

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

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

xYesoNo

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

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

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

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

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

|                                         |  |                                | 
|---------------------------------------- |  | ------------------------------ | 
|Class                                    |  | Outstanding at August 12, 2009 | 
|                                         |  |                                | 
|                                        
|Common Stock (par value
 $.10 per share) |  | 1,504,938 Shares               | 



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AMERICAN EXPRESS CREDIT CORPORATION

INDEX

|                 |                       |                                                                                                              |  |         
|---------------- | --------------------- | ------------------------------------------------------------------------------------------------------------ |  | --------
|                 |                       |                                                                                                              |  | Page No.
|                 |                       |                                                                                                              |  |         
|EXPLANATORY NOTE |                       | 3                                                                                                           
|                 |                       |                                                                                                              |  |         
|PART I.          | FINANCIAL INFORMATION |                                                                                                              | 
|                 |                       |                                                                                                              |  |         
|                 | Item 1.               | Financial Statements                                                                                         |  |         
|                 |                       |                                                                                                              |  |         
|                 |                       | Consolidated Statements of Income and Retained
Earnings  Three and six months ended  June 30, 2009 and 2008 |  | 5       
|                 |                       |                                                                                                              |  |         
|                 |                       | Consolidated Balance Sheets  June 30, 2009 and December 31, 2008                                            |  | 6       
|                 |                       |                                                                                                              |  |         
|                 |                       | Consolidated Statements of Cash Flows  Six months ended June 30, 2009 and 2008                              |  | 7       
|                 |                       |                                                                                                              |  |         
|                 |                       | Notes to Consolidated Financial Statements                                                                   |  | 8       
|                 |                       |                                                                                                              |  |         
|                 | Item 2.               | Managements Discussion and Analysis of
 Financial Condition and Results of Operations                       |  | 21      
|                 |                       |                                                                                                              |  |         
|                 | Item 4.               | Controls and Procedures                                                                                      |  | 33      
|                 |                       |                                                                                                              | 
|PART II.         | OTHER INFORMATION     |                                                                                                              | 
|                 |                       |                                                                                                              |  |         
|                 | Item 1A.              | Risk Factors                                                                                                 |  | 35      
|                 |                       |                                                                                                              |  |         
|                 | Item 6.               | Exhibits                                                                                                     |  | 35      
|                 |                       |                                                                                                              |  |         
|                 |                       | Signatures                                                                                                   |  | 36      
|                 |                       |                                                                                                              |  |         
|                 |                       | Exhibit Index                                                                                                |  | E-1     

2

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

EXPLANATORY
  NOTE

American Express Credit Corporation (Credco) is filing this
amendment to its Quarterly report on Form 10-Q (Form 10-Q/A) for the period
ended June 30, 2009 in order to reflect the restatement of its Consolidated
Financial Statements and other financial information as of and for the three and
six months ended June 30, 2009 and 2008. The restatement has no effect on
Credcos net cash flows provided by (used in) operating activities, investing activities and
financing activities. All dollar amounts and percentages herein have been
adjusted for the effect of the restatement adjustments.

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

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

The effect of the error in the accounting for a net investment
in a consolidated foreign subsidiary, together with the unrelated immaterial
errors affecting the income tax provision, resulted in an understatement of net
income for fiscal year 2008 and 2007 by $119 million (from $745 million to $864
million, as restated) and $5 million (from $720 million to $725 million, as
restated), respectively. The correction of the errors resulted in an increase
    in our ratio of earnings to fixed charges from 1.50 to 1.62 (as restated)
    for fiscal year 2008 and no change to our ratio of earnings to fixed charges
    of 1.38 for fiscal year 2007. The effect of these errors also resulted in
    an overstatement of net income for the three month periods ended June 30,
    2009 by $41 million (from $68 million to $27 million, as restated) and an
    understatement of net income for the three month period ended June 30, 2008
by $4 million (from $253 million to $257 million, as restated), respectively.
The correction of the errors resulted in a decrease in our 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 1.53 to 1.54 (as restated)
for the six month period ended June 30, 2008.

Notes 1, 5, 6, and 7 to the Consolidated Financial Statements and Managements Discussion and
Analysis of Financial Condition and Results of Operations  Restatement
included herein also contain information regarding the nature and impact of the
restatement.

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

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

|  |                                        
|- | ---------------------------------------
| | Part I 
 Item 1  Financial Statements

3

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION



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

4

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

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

|                                                                         |  |                               |       |                            |   |          |   |          |       |   |   |       |  
|------------------------------------------------------------------------ |  | ----------------------------- | ----- | -------------------------- | - | -------- | - | -------- | ----- | - | - | ----- | -
|                                                                         |  | Three Months Ended 
 June 30, |       | Six Months Ended
 June 30, |  
|                                                                         |  | 2009                          |       | 2008                       |   | 2009     |   | 2008     |      
|                                                                         |  |                               |       |                            |   |          |   |          |      
|                                                                         |  | Restated                      |       | Restated                   |   | Restated |   | Restated |      
|                                                                         |  |                               |       |                            |   |          |   |          |      
|                                                                         |  |                               |       |                            |   |          |   |          |       |   |   |       |  
|Revenues                                                                 |  |                               |       |                            |   |          |   |          |       |   |   |       |  
|                                                                         |  |                               |       |                            |   |          |   |          |       |   |   |       |  
|Discount revenue earned from purchased
 cardmember receivables and loans |  | $                             | 173   |                            | $ | 595      |   | $        | 381   |   | $ | 1,249 |  
|Interest income from affiliates                                          |  |                               | 105   |                            |   | 194      |   |          | 219   |   |   | 382   |  
|Interest income from investments                                         |  |                               | 25    |                            |   | 71       |   |          | 57    |   |   | 143   |  
|Finance revenue                                                          |  |                               | 12    |                            |   | 2        |   |          | 25    |   |   | 17    |  
|Other                                                                    |  |                               | (79   | )                          |   | 10       |   |          | (46   | ) |   | 10    |  
|                                                                         |  |                               |       |                            |   |          |   |          |       |   |   |       |  
|Total revenues                                                           |  |                               | 236   |                            |   | 872      |   |          | 636   |   |   | 1,801 |  
|                                                                         |  |                               |       |                            |   |          |   |          |       |   |   |       |  
|                                                                         |  |                               |       |                            |   |          |   |          |       |   |   |       |  
|Expenses                                                                 |  |                               |       |                            |   |          |   |          |       |   |   |       |  
|                                                                         |  |                               |       |                            |   |          |   |          |       |   |   |       |  
|Provisions for losses, net of recoveries                                 |  |                               | 59    |                            |   | 108      |   |          | 107   |   |   | 356   |  
|Interest expense                                                         |  |                               | 144   |                            |   | 339      |   |          | 318   |   |   | 716   |  
|Interest expense to affiliates                                           |  |                               | 11    |                            |   | 72       |   |          | 32    |   |   | 155   |  
|Service fees to affiliates                                               |  |                               | 1     |                            |   | 51       |   |          | 1     |   |   | 102   |  
|Other                                                                    |  |                               | 1     |                            |   | 1        |   |          | 1     |   |   | 2     |  
|                                                                         |  |                               |       |                            |   |          |   |          |       |   |   |       |  
|Total expenses                                                           |  |                               | 216   |                            |   | 571      |   |          | 459   |   |   | 1,331 |  
|                                                                         |  |                               |       |                            |   |          |   |          |       |   |   |       |  
|                                                                         |  |                               |       |                            |   |          |   |          |       |   |   |       |  
|Pretax income                                                            |  |                               | 20    |                            |   | 301      |   |          | 177   |   |   | 470   |  
|Income tax (benefit) provision                                           |  |                               | (7    | )                          |   | 44       |   |          | 15    |   |   | 61    |  
|                                                                         |  |                               |       |                            |   |          |   |          |       |   |   |       |  
|Net income                                                               |  |                               | 27    |                            |   | 257      |   |          | 162   |   |   | 409   |  
|Retained earnings at beginning of period                                 |  |                               | 3,506 |                            |   | 3,189    |   |          | 3,446 |   |   | 3,162 |  
|Dividends                                                                |  |                               |      |                            |   | (85      | ) |          | (75   | ) |   | (210  | )
|                                                                         |  |                               |       |                            |   |          |   |          |       |   |   |       |  
|Retained earnings at end of period                                       |  | $                             | 3,533 |                            | $ | 3,361    |   | $        | 3,533 |   | $ | 3,361 |  
|                                                                         |  |                               |       |                            |   |          |   |          |       |   |   |       |  

See Notes to Consolidated Financial
Statements.

5

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

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

|                                                                                                      |  |                |        |                    |   |        |  
|----------------------------------------------------------------------------------------------------- |  | -------------- | ------ | ------------------ | - | ------ | -
|                                                                                                      |  | June 30,
 2009 |        | December 31,
 2008 |  
|                                                                                                      |  |                |        |                    |  
|                                                                                                      |  | Restated       |        | Restated           |  
|                                                                                                      |  |                |        |                    |  
|                                                                                                      |  |                |        |                    |  
|Assets                                                                                                |  |                |        |                    |   |        |  
|                                                                                                      |  |                |        |                    |   |        |  
|Cash and cash equivalents                                                                             |  | $              | 5,614  |                    | $ | 8,855  |  
|Cardmember receivables, less reserves:
 2009, $160; 2008, $204                                        |  |                | 8,878  |                    |   | 10,655 |  
|Cardmember loans, less reserves: 2009, $17;
 2008, $14                                                |  |                | 444    |                    |   | 484    |  
|Loans to affiliates                                                                                   |  |                | 10,013 |                    |   | 11,726 |  
|Investment securities                                                                                 |  |                | 2,657  |                    |   | 3,084  |  
|Deferred charges and other assets                                                                     |  |                | 496    |                    |   | 801    |  
|Due from affiliates                                                                                   |  |                | 4,909  |                    |   | 3,660  |  
|                                                                                                      |  |                |        |                    |   |        |  
|Total assets                                                                                          |  | $              | 33,011 |                    | $ | 39,265 |  
|                                                                                                      |  |                |        |                    |   |        |  
|                                                                                                      |  |                |        |                    |   |        |  
|Liabilities and Shareholders Equity                                                                  |  |                |        |                    |   |        |  
|                                                                                                      |  |                |        |                    |   |        |  
|Short-term debt                                                                                       |  | $              | 1,428  |                    | $ | 7,367  |  
|Short-term debt to affiliates                                                                         |  |                | 9,885  |                    |   | 8,317  |  
|Current portion of long-term debt                                                                     |  |                | 4,035  |                    |   | 5,201  |  
|Long-term debt                                                                                        |  |                | 13,822 |                    |   | 14,809 |  
|                                                                                                      |  |                |        |                    |   |        |  
|Total debt                                                                                            |  |                | 29,170 |                    |   | 35,694 |  
|Accrued interest and other liabilities                                                                |  |                | 478    |                    |   | 538    |  
|                                                                                                      |  |                |        |                    |   |        |  
|Total liabilities                                                                                     |  |                | 29,648 |                    |   | 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                                                                                     |  |                | 3,533  |                    |   | 3,446  |  
|Accumulated other comprehensive loss, net
 of tax:                                                    |  |                |        |                    |   |        |  
|Net unrealized securities gains, net of
 tax: 2009, $(10); 2008, $(15)                                |  |                | 19     |                    |   | 28     |  
|Net unrealized derivatives losses, net of
 tax: 2009, $8; 2008, $19                                   |  |                | (14    | )                  |   | (35    | )
|Foreign currency translation adjustments,
 net of tax: 2009, $2; 2008, $13                            |  |                | (337   | )                  |   | (568   | )
|                                                                                                      |  |                |        |                    |   |        |  
|Total accumulated other comprehensive loss                                                            |  |                | (332   | )                  |   | (575   | )
|                                                                                                      |  |                |        |                    |   |        |  
|Total shareholders equity                                                                            |  |                | 3,363  |                    |   | 3,033  |  
|                                                                                                      |  |                |        |                    |   |        |  
|Total liabilities and shareholders equity                                                            |  | $              | 33,011 |                    | $ | 39,265 |  
|                                                                                                      |  |                |        |                    |   |        |  

See Notes to Consolidated Financial
Statements.

6

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Millions)
(Unaudited)

|                                                                                   |  |                            |        |      |   |        |  
|---------------------------------------------------------------------------------- |  | -------------------------- | ------ | ---- | - | ------ | -
|                                                                                   |  | Six Months Ended
 June 30, |       
|                                                                                   |  | 2009                       |        | 2008 |  
|                                                                                   |  |                            |        |      |  
|Cash Flows from Operating Activities                                               |  |                            |        |      |   |        |  
|Net income (restated)                                                              |  | $                          | 162    |      | $ | 409    |  
|Adjustments to reconcile net income to net
 cash provided by operating activities: |  |                            |        |      |   |        |  
|Provisions for losses                                                              |  |                            | 146    |      |   | 437    |  
|Amortization and other                                                             |  |                            | 14     |      |   | 6      |  
|Deferred taxes                                                                     |  |                            | 22     |      |   | (23    | )
|Changes in operating assets and
 liabilities:                                      |  |                            |        |      |   |        |  
|Due from affiliates                                                                |  |                            | 170    |      |   | 135    |  
|Other operating assets and liabilities
 (restated)                                 |  |                            | 269    |      |   | 315    |  
|                                                                                   |  |                            |        |      |   |        |  
|Net cash provided by operating activities                                          |  |                            | 783    |      |   | 1,279  |  
|                                                                                   |  |                            |        |      |   |        |  
|Cash Flows from Investing Activities                                               |  |                            |        |      |   |        |  
|Net decrease in cardmember receivables and
 loans (restated)                       |  |                            | 1,603  |      |   | 572    |  
|Purchase of investments                                                            |  |                            |       |      |   | (598   | )
|Maturities of investments                                                          |  |                            | 400    |      |   | 600    |  
|Net decrease (increase) in loans to
 affiliates                                    |  |                            | 2,445  |      |   | (109   | )
|Net (increase) decrease in due from
 affiliates (restated)                         |  |                            | (1,419 | )    |   | 244    |  
|                                                                                   |  |                            |        |      |   |        |  
|Net cash provided by investing activities                                          |  |                            | 3,029  |      |   | 709    |  
|                                                                                   |  |                            |        |      |   |        |  
|Cash Flows from Financing Activities                                               |  |                            |        |      |   |        |  
|Net increase (decrease) in short-term debt
 to affiliates                          |  |                            | 1,569  |      |   | (543   | )
|Net (decrease) increase in short-term debt                                         |  |                            | (5,939 | )    |   | 1,675  |  
|Issuance of debt                                                                   |  |                            |       |      |   | 3,761  |  
|Redemption of long-term debt                                                       |  |                            | (2,608 | )    |   | (4,547 | )
|Dividends paid                                                                     |  |                            | (75    | )    |   | (210   | )
|                                                                                   |  |                            |        |      |   |        |  
|Net cash (used in) provided by financing
 activities                               |  |                            | (7,053 | )    |   | 136    |  
|                                                                                   |  |                            |        |      |   |        |  
|Effect of exchange rate changes on cash and
 cash equivalents                      |  |                            |       |      |   |       |  
|Net (decrease) increase in cash and cash
 equivalents                              |  |                            | (3,241 | )    |   | 2,124  |  
|Cash and cash equivalents at beginning of
 period                                  |  |                            | 8,855  |      |   | 2,925  |  
|                                                                                   |  |                            |        |      |   |        |  
|Cash and cash equivalents at end of period                                         |  | $                          | 5,614  |      | $ | 5,049  |  
|                                                                                   |  |                            |        |      |   |        |  

See Notes to Consolidated Financial
Statements.

7

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

|   |                            | 
|-- | -------------------------- | 
|1. | Restated Financial Results

American
Express Credit Corporation (Credco) is filing this amendment to its Quarterly
Report on Form 10-Q (Form 10-Q/A) for the period ended June 30, 2009 in order
to reflect the restatement of its Consolidated Financial Statements and other
financial information as of and for the three and six months ended June 30,
2009 and 2008. The restatement has no effect on Credcos net cash flows,
provided by (used in) operating activities, investing activities and financing
activities. All dollar amounts and percentages herein have been adjusted for
the effects of the restatement adjustments.

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

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

Certain disclosures in Notes 5,
6 and 7 have been restated consistent with the Consolidated Financial
Statements.

8

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

The following
tables set forth the effects of the restatement adjustments on affected line
items with Credcos previously reported Consolidated Statements of Income for
the three and six months ended June 30, 2009 and 2008, and the Consolidated
Balance Sheets as of June 30, 2009 and December 31, 2008.

|                                  |  |                                   |     |                                   |   |                                 |   |                                 |     |                          |   |          |  |                          |     |          |   |     |   |   |       |  |   |      
|--------------------------------- |  | --------------------------------- | --- | --------------------------------- | - | ------------------------------- | - | ------------------------------- | --- | ------------------------ | - | -------- |  | ------------------------ | --- | -------- | - | --- | - | - | ----- |  | - | -----
|CONSOLIDATED STATEMENTS OF INCOME
|                                 
|                                  |  | Three Months Ended
 June 30, 2009 |     | Three Months Ended
 June 30, 2008 |   | Six Months Ended
 June 30, 2009 |   | Six Months Ended
 June 30, 2008
|                                  |  |                                   |     |                                   |   |                                 |   |                                
|(Millions)                        |  | As
 Previously
 Reported          |     | Restated                          |   | As
 Previously
 Reported        |   | Restated                        |     | As
 Previously
 Reported |   | Restated |  | As
 Previously
 Reported |     | Restated
|                                  |  |                                   |     |                                   |   |                                 |   |                                 |     |                          |   |          |  |                          |     |         
|                                  |  |                                   |     |                                   |   |                                 |   |                                 |     |                          |   |          |  |                          |     |         
|Other revenues                    |  | $                                 | (20 | )                                 | $ | (79                             | ) | $                               | 3   |                          | $ | 10       |  | $                        | 8   |          | $ | (46 | ) | $ | 4     |  | $ | 10   
|Total revenues                    |  | $                                 | 295 |                                   | $ | 236                             |   | $                               | 865 |                          | $ | 872      |  | $                        | 690 |          | $ | 636 |   | $ | 1,795 |  | $ | 1,801
|Pretax income                     |  | $                                 | 79  |                                   | $ | 20                              |   | $                               | 294 |                          | $ | 301      |  | $                        | 231 |          | $ | 177 |   | $ | 464   |  | $ | 470  
|Income tax provision (benefit)    |  | $                                 | 11  |                                   | $ | (7                              | ) | $                               | 41  |                          | $ | 44       |  | $                        | 19  |          | $ | 15  |   | $ | 57    |  | $ | 61   
|Net income                        |  | $                                 | 68  |                                   | $ | 27                              |   | $                               | 253 |                          | $ | 257      |  | $                        | 212 |          | $ | 162 |   | $ | 407   |  | $ | 409  

|                                                      |  |                          |        |                   |   |                          |   |          |        |   |   |        |  
|----------------------------------------------------- |  | ------------------------ | ------ | ----------------- | - | ------------------------ | - | -------- | ------ | - | - | ------ | -
|CONSOLIDATED BALANCE SHEETS                           |  |                          |        |                   |   |                          |   |          |        |   |   |        |  
|                                                     
|                                                      |  | June 30, 2009            |        | December 31, 2008 |  
|(Millions)                                            |  | As
 Previously
 Reported |        | Restated          |   | As
 Previously
 Reported |   | Restated |       
|                                                      |  |                          |        |                   |   |                          |   |          |       
|                                                      |  |                          |        |                   |   |                          |   |          |        |   |   |        |  
|Accrued
 interest and other liabilities               |  | $                        | 417    |                   | $ | 478                      |   | $        | 473    |   | $ | 538    |  
|Total
 liabilities                                    |  | $                        | 29,587 |                   | $ | 29,648                   |   | $        | 36,167 |   | $ | 36,232 |  
|Retained
 earnings                                    |  | $                        | 3,459  |                   | $ | 3,533                    |   | $        | 3,322  |   | $ | 3,446  |  
|Foreign
 currency translation adjustments, net of tax |  | $                        | (202   | )                 | $ | (337                     | ) | $        | (379   | ) | $ | (568   | )
|                                                      |  |                          |        |                   |   |                          |   |          |        |   |   |        |  
|Total
 accumulated other comprehensive loss           |  | $                        | (197   | )                 | $ | (332                     | ) | $        | (386   | ) | $ | (575   | )
|Total
 shareholders equity                           |  | $                        | 3,424  |                   | $ | 3,363                    |   | $        | 3,098  |   | $ | 3,033  |  

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Credco,
 together with its subsidiaries, is a wholly-owned subsidiary of American
 Express Travel Related Services Company, Inc. (TRS), which is a wholly-owned
 subsidiary of American Express Company (American Express).                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The
 accompanying Consolidated Financial Statements should be read in conjunction
 with the financial statements in Amendment No. 1 to the Annual Report on Form
 10-K/A (Form
 10-K/A) of Credco for the year ended December 31, 2008. Significant accounting
 policies disclosed therein have not changed.                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The interim
 financial information in this report has not been audited. In the opinion of
 management, all adjustments necessary for a fair statement of the
 consolidated financial position and the consolidated results of operations
 for the interim periods have been made. All adjustments made were of a
 normal, recurring nature. Results of operations reported for interim periods
 are not necessarily indicative of results for the entire year.                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Accounting
 estimates are an integral part of the Consolidated Financial Statements.
 These estimates are based, in part, on managements assumptions concerning
 future events. Among the more significant assumptions are those that relate
 to reserves for cardmember losses relating to cardmember receivables and
 loans, fair value measurement, and income taxes. These accounting estimates
 reflect the best judgment of management, but actual results could differ.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Recently Issued Accounting Standards                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The
 Financial Accounting Standards Board (FASB) recently issued the following
 accounting standards, which are effective beginning January 1, 2010. Credco
 is currently assessing the impact of these standards.                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | FASB
 Statement No. 166, Accounting for Transfers of Financial Assets (SFAS No.
 166) amends the derecognition guidance in FASB Statement 140, Accounting for
 Transfers and Servicing of Financial Assets and Extinguishments of
 Liabilities to remove the concept of a qualifying special purpose entity
 (QSPE) and to eliminate the exception for a QSPE from the consolidation
 guidance of FASB Interpretation 46, Consolidation of Variable Interest
 Entities (FIN 46(R)). SFAS No. 166 also requires enhanced disclosures about
 continuing involvement, retained risks, and the nature and financial effect
 of restrictions.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | FASB
 Statement No. 167, Amendments to FASB Interpretation No. 46(R) (SFAS No.
 167) amends the consolidation guidance that applies to variable interest
 entities (VIEs) and requires an entity to reconsider its previous FIN 46(R)
 conclusions, including (i) whether an entity is a VIE, (ii) whether the
 enterprise is the VIEs primary beneficiary, and (iii) what type of financial
 statement disclosures are required.                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3. | Investment Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The
 following is a summary of investment securities at June 30, 2009 and December
 31, 2008:                                                                                                                                                                                                                                                                                                                                                                                  

|                                     |  |               |       |                          |   |                           |  |                       |   |      |   |                          |  |                           |       |                       |   |    |  |   |   |  |   |      
|------------------------------------ |  | ------------- | ----- | ------------------------ | - | ------------------------- |  | --------------------- | - | ---- | - | ------------------------ |  | ------------------------- | ----- | --------------------- | - | -- |  | - | - |  | - | -----
|                                     |  |               |       |                         
|(Millions)                           |  | June 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   |  | $             | 2,628 |                          | $ | 29                        |  | $                     |  |      | $ | 2,657                    |  | $                         | 2,640 |                       | $ | 37 |  | $ |  |  | $ | 2,677
|U.S. Government treasury obligations |  |               |      |                          |   |                          |  |                       |  |      |   |                         |  |                           | 400   |                       |   | 7  |  |   |  |  |   | 407  
|                                     |  |               |       |                          |   |                           |  |                       |   |      |   |                          |  |                           |       |                       |   |    |  |   |   |  |   |      
|Total                                |  | $             | 2,628 |                          | $ | 29                        |  | $                     |  |      | $ | 2,657                    |  | $                         | 3,040 |                       | $ | 44 |  | $ |  |  | $ | 3,084
|                                     |  |               |       |                          |   |                           |  |                       |   |      |   |                          |  |                           |       |                       |   |    |  |   |   |  |   |      

| |                                                                                                              
| | -------------------------------------------------------------------------------------------------------------
| | All of
 Credcos investment securities are classified as available-for-sale. There
 were no realized gains or

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AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | losses on
 U.S. Government and agency obligations for the six months ended June 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 general
 classification of such items pursuant to the fair value hierarchy. These
 techniques may produce fair values that may not be indicative of a future
 sale, or reflective of future fair values. The use of different techniques to
 determine the fair value of these types of investment securities could result
 in different estimates of fair value at the reporting date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  When
 available, quoted market prices are used to determine fair value and the
 investment securities are classified within Level 1 of the fair value
 hierarchy. Credco has not classified any investment securities in Level 1 of
 the fair value hierarchy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  When
 quoted prices in an active market are not available, the fair market values
 for Credcos investment securities are obtained from one 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. As of June 30,
 2009 and December 31, 2008, all of Credcos investment securities are
 classified within Level 2 of the fair value hierarchy.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Credco has
 reaffirmed its understanding of the valuation techniques used by its pricing
 services. No adjustments were deemed necessary to the prices provided by the
 pricing services 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.                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

not be
required to sell the investment securities before recovery of any unrealized
losses. As of June 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 June
30, 2009 are as follows:

|                                       |  |      |       |                       |   |       | 
|-------------------------------------- |  | ---- | ----- | --------------------- | - | ----- | 
|                                      
|(Millions)                             |  | Cost |       | Estimated
 Fair Value |  
|                                       |  |      |       |                       |  
|                                       |  |      |       |                       |   |       | 
|Due within
 one year                   |  | $    | 778   |                       | $ | 783   | 
|Due after
 one year through five years |  |      | 1,850 |                       |   | 1,874 | 
|                                       |  |      |       |                       |   |       | 
|Total                                  |  | $    | 2,628 |                       | $ | 2,657 | 
|                                       |  |      |       |                       |   |       | 

|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. |  | Fair Values of Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |  | FASB
 Statement No. 107, Disclosures About Fair Value of Financial Instruments
 (SFAS No. 107), as amended by FASB Staff position No. 107-1 and APB 28-1
 Interim Disclosures About Fair Value of Financial Instruments, 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 of
 SFAS No. 107 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, included in the scope of SFAS No. 107, as
 amended, as of the dates presented:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

|                                                                       |  |                 |    |                   |   |                 |  |            |    |  |   |    | 
|---------------------------------------------------------------------- |  | --------------- | -- | ----------------- | - | --------------- |  | ---------- | -- |  | - | -- | 
|(Billions)                                                             |  | June 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      |  | $               | 23 |                   | $ | 23              |  | $          | 27 |  | $ | 27 | 
|Loans to affiliates                                                    |  | $               | 10 |                   | $ | 10              |  | $          | 12 |  | $ | 12 | 
|Financial Instrument Liabilities:                                      |  |                 |    |                   |   |                 |  |            |    |  |   |    | 
|Liabilities for which carrying values equal
 or approximate fair value |  | $               | 11 |                   | $ | 11              |  | $          | 16 |  | $ | 16 | 
|Long-term debt                                                         |  | $               | 18 |                   | $ | 17              |  | $          | 20 |  | $ | 18 | 
|                                                                       |  |                 |    |                   |   |                 |  |            |    |  |   |    | 

| |  |                                                                                                                                                                                                                                                                                                                                                   
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The fair
 values of these financial instruments are estimates based upon market
 conditions and perceived risks as of June 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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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)
income. 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) income) 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 these 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.
For variable-rate long-term debt that reprices within one year, fair value
approximates carrying value.

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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
 June 30, |     | Six Months Ended
 June 30, |  
|                                            |  |                              |     |                            |  
|                                            |  | 2009
 Restated               |     | 2008
 Restated             |   | 2009
 Restated |   | 2008
 Restated |    
|                                            |  |                              |     |                            |   |                |   |                |    
|Net income                                  |  | $                            | 27  |                            | $ | 257            |   | $              | 162 |   | $ | 409 |  
|Other
 comprehensive income (loss):         |  |                              |     |                            |   |                |   |                |     |   |   |     |  
|Net unrealized securities (losses) gains    |  |                              | (2  | )                          |   | (24            | ) |                | (9  | ) |   | 2   |  
|Net unrealized derivatives gains (losses)   |  |                              | 8   |                            |   | 39             |   |                | 21  |   |   | (7  | )
|Foreign currency translation adjustments(a) |  |                              | 250 |                            |   | 13             |   |                | 231 |   |   | 48  |  
|                                            |  |                              |     |                            |   |                |   |                |     |   |   |     |  
|Total                                       |  | $                            | 283 |                            | $ | 285            |   | $              | 405 |   | $ | 452 |  
|                                            |  |                              |     |                            |   |                |   |                |     |   |   |     |  

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                          
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -------------------------------------------------------------------------------------------------------------------------
|   | (a)   See
 further discussion in Note 1 regarding the restatement of these amounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                          
|   | See the
 Consolidated Balance Sheets for Credcos net comprehensive income 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 the American Express
 Enterprise-wide Risk Management Committee (ERMC). Market risk is centrally
 managed by the Market Risk Committee, chaired by the Chief Market Risk
 Officer of American Express Company. Within each business, market risk exposures
 are monitored and managed by various asset/liability committees, guided by
 Board-approved policies covering derivative financial instruments, funding,
 and investments.                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Derivative
 financial instruments derive their value from an underlying variable or
 multiple variables, including interest 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 may change the amount hedged and the hedge percentage may
 change based on changes in business volumes and mix, among other factors.
 Credco regularly reviews its strategy and may modify it.                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                          
|   | Foreign
 exchange risk is generated by foreign currency denominated balance sheet
 exposures, translation exposure of foreign operations, and foreign currency
 earnings in international units. Credcos foreign exchange risk is managed
 primarily by entering into agreements to buy and sell currencies on a spot
 basis or by hedging this market exposure to the extent it is economically
 justified through various means, including                                                                                                                                                              

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the use of
 derivative financial instruments such as foreign exchange forwards and
 cross-currency swap contracts, which can help lock in the value of Credcos
 exposure to specific currencies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Fair Value Measurements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | The fair
 value of Credcos derivatives is estimated by using pricing models that do
 not contain a high level of subjectivity as the valuation techniques used do
 not require significant judgment and inputs to those models are readily
 observable from actively quoted markets. The valuation models used by Credco
 are consistently applied and reflect the contractual terms of the
 derivatives, including the period of maturity, and market-based parameters
 such as interest rates, foreign exchange rates, equity indices or prices, and
 volatility.                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Credit
 valuation adjustments are necessary when the market parameters (for example,
 a benchmark curve) used to value derivatives is not indicative of the credit
 quality of Credco or its counterparties. Credco considers the counterparty
 credit risk by applying an observable forecasted default rate to the current exposure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Credco
 manages derivative counterparty credit risk by considering the current
 exposure, which is the replacement cost of contracts on the measurement date,
 as well as estimating the maximum potential value of the contracts over the
 next twelve months, considering such factors as the volatility of the
 underlying or reference index. To mitigate derivative credit risk,
 counterparties are required to be pre-approved and rated as investment grade.
 Counterparty risk exposures are monitored by American Express Institutional
 Risk Management Committee (IRMC). The IRMC formally reviews large
 institutional exposures to ensure compliance with American Express Companys
 ERMC guidelines and procedures and determines the risk mitigation actions,
 when necessary. Additionally, Credco may, on occasion, enter into master
 netting agreements.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | As of June
 30, 2009 and December 31, 2008, the credit and nonperformance risks
 associated with Credcos derivative counterparties were not significant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

15

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

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

|                                                        |  |                |     |                   |   |           |  |                |     |  |   |     | 
|------------------------------------------------------- |  | -------------- | --- | ----------------- | - | --------- |  | -------------- | --- |  | - | --- | 
|                                                        |  |                |     |                   |  
|(Millions)                                              |  |                |     |                   |  
|Location                                                |  | Other assets   |     | Other liabilities |  
|                                                        |  |                |     |                   |  
|                                                        |  | Fair Value (a) |     | Fair Value (a)    |  
|                                                        |  |                |     |                   |  
|                                                        |  | June 2009      |     | December
 2008    |   | June 2009 |  | December
 2008 |    
|                                                        |  |                |     |                   |   |           |  |                |    
|Derivatives designated as hedging Instruments           |  |                |     |                   |   |           |  |                |     |  |   |     | 
|Interest rate contracts 
   Fair value hedges           |  | $              | 294 |                   | $ | 431       |  | $              |    |  | $ |    | 
|Cash flow hedges                                        |  |                |    |                   |   |          |  |                | 22  |  |   | 54  | 
|Foreign exchange contracts                              |  |                |     |                   |   |           |  |                |     |  |   |     | 
|Net investment hedges                                   |  |                | 2   |                   |   | 39        |  |                | 37  |  |   | 22  | 
|                                                        |  |                |     |                   |   |           |  |                |     |  |   |     | 
|Total derivatives designated as hedging instruments     |  | $              | 296 |                   | $ | 470       |  | $              | 59  |  | $ | 76  | 
|                                                        |  |                |     |                   |   |           |  |                |     |  |   |     | 
|Derivatives
    not designated as hedging instruments   |  |                |     |                   |   |           |  |                |     |  |   |     | 
|Interest rate contracts                                 |  | $              |    |                   | $ |          |  | $              | 4   |  | $ | 5   | 
|Foreign exchange contracts                              |  |                | 85  |                   |   | 75        |  |                | 56  |  |   | 39  | 
|                                                        |  |                |     |                   |   |           |  |                |     |  |   |     | 
|Total derivatives not designated as hedging Instruments |  |                | 85  |                   |   | 75        |  |                | 60  |  |   | 44  | 
|                                                        |  |                |     |                   |   |           |  |                |     |  |   |     | 
|Total derivatives (b)                                   |  | $              | 381 |                   | $ | 545       |  | $              | 119 |  | $ | 120 | 
|                                                        |  |                |     |                   |   |           |  |                |     |  |   |     | 

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The fair values of Credcos
 derivative instruments are classified within Level 2 of the fair value
 hierarchy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(b) | Financial Interpretation No.
 39, Offsetting of Amounts Related to Certain Contracts (FIN 39), permits
 the netting of derivative assets and derivative liabilities when a legally
 enforceable master netting agreement exists between Credco and its derivative
 counterparty. At June 30, 2009 and December 31, 2008, $36 million and $8
 million, respectively, of derivative assets and liabilities have been offset
 and represents the impact of legally enforceable master netting agreements
 that provide for the net settlement of all contracts in accordance with FIN
 39.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Fair Value Hedges                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | A fair value
 hedge is a derivative designated to hedge the exposure of future changes in
 the fair value of an asset or a liability, or an identified portion thereof
 that is attributable to a particular risk. Credco is exposed to interest rate
 risk associated with its fixed rate long term debt. Credco enters into
 interest rate swaps to convert certain fixed rate long-term debt to floating
 rate debt at the time of issuance. As of June 30, 2009, Credco hedged $4.8 billion
 of its fixed rate debt to floating rate debt using interest rate swaps.                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | To the
 extent the fair value hedge is effective, the gain or loss on the hedging
 instrument offsets the gain or loss on the hedged item attributable to the
 hedged risk. Any difference between the changes in the fair value of the
 derivative and the hedged item is referred to as hedge ineffectiveness. Hedge
 ineffectiveness may be caused by differences between the debts interest
 coupon and the benchmark rate, which is in turn primarily due to credit
 spreads at inception of the hedging relationship, which is not reflected in
 the valuation of the interest rate swap. Furthermore, hedge ineffectiveness
 may be caused by changes in the relationship between 3-month LIBOR and
 1-month LIBOR rates, as these so-called basis spreads may impact the
 valuation of the interest rate swaps without causing an offsetting impact in
 the value of the hedged debt.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

16

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

The following tables summarize the impact of fair value hedges
    on the consolidated financial statements for the three and six months ended
June 30:

For the three months ended June 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                 |  | $                              | (92 | )        | $ | (29                             | ) | Other
 revenues                              |  | $    | 79 |      | $ | 28   |  | $ | (13 | ) | $ | (1 | )
|                          |  |                                 |  |                                |     |          |   |                                 |   |                                              |  |      |    |      |   |      |  |   |     |   |   |    |  

For the six months ended June 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                 |  | $                               | (89 | )        | $ | (7                              | ) | Other
 revenues                              |  | $    | 93 |      | $ | 7    |  | $ | 4 |  | $ |  | 
|                          |  |                                 |  |                                 |     |          |   |                                 |   |                                              |  |      |    |      |   |      |  |   |   |  |   |   | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 June 30, 2009, Credco hedged $1.1 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 $18 million of net pretax losses on
 derivative instruments from accumulated other comprehensive (loss) income to
 earnings during the next 12 months.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Net Investment Hedges                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | A net
 investment hedge is used to hedge future changes in currency exposure of a
 net investment in a foreign operation. Credco designates foreign currency
 derivatives, primarily forward agreements, typically foreign exchange
 forwards, and on occasion foreign currency denominated debt, as hedges of net
 investments in certain foreign operations. These instruments reduce exposure
 to changes in currency exchange rates on Credcos investments in non-U.S.
 subsidiaries. The effective portions of financial instruments that qualify as
 net investment hedges are recorded in accumulated other comprehensive (loss)
 income as part of the cumulative translation adjustment. Any ineffective portions
 of net investment hedges are recognized in other revenues during the period
 of change.

17

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

| |                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The
 following table summarizes the impact of cash flow hedges and net investment
 hedges on the consolidated financial statements for the three and six months
 ended June 30:
| |                                                                                                                                                                                
| | For the three months ended June 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    |  | $                                                 | (3  | )                                                   | $ | 23                                |   | Interest expense                    |  | $      | (12 | ) | $ | (17  | ) | Other revenues |  | $ | 1 |  | $ |  | 
|                           |  |                                                   |     |                                                     |   |                                   |   |                                     |  |        |     |   |   |      |   |                |  |   |   |  |   |   | 
|Net investment hedges:     |  |                                                   |     |                                                     |   |                                   |   |                                     |  |        |     |   |   |      |   |                |  |   |   |  |   |   | 
|Foreign exchange contracts |  | $                                                 | (88 | )                                                   | $ | (40                               | ) | Other revenues                      |  | $      |    |   | $ |     |   | Other revenues |  | $ |  |  | $ |  | 
|                           |  |                                                   |     |                                                     |   |                                   |   |                                     |  |        |     |   |   |      |   |                |  |   |   |  |   |   | 

| |                                  
| | ---------------------------------
| | For the six months ended June 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                    |  | $      | (29 | ) | $ | (30  | ) | Other revenues |  | $ |  |  | $ |  | 
|                           |  |                                                   |     |                                                     |   |                                   |   |                                     |  |        |     |   |   |      |   |                |  |   |   |  |   |   | 
|Net investment hedges:     |  |                                                   |     |                                                     |   |                                   |   |                                     |  |        |     |   |   |      |   |                |  |   |   |  |   |   | 
|Foreign exchange contracts |  | $                                                 | (68 | )                                                   | $ | (66                               | ) | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

18

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

The following table summarizes the impact of derivatives not designated
as hedges on the consolidated financial statements for the three and six months
ended June 30:

| |                                    
| | -----------------------------------
| | For the three months ended June 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                                                                         |  |                              | 40 |      |   | 3 | 
|                                      |  | Interest
 expense                                                                       |  |                              | 5  |      |   | 5 | 
|                                      |  |                                                                                         |  |                              |    |      |   |   | 
|Total                                 |  |                                                                                         |  | $                            | 45 |      | $ | 9 | 
|                                      |  |                                                                                         |  |                              |    |      |   |   | 

| |                                  
| | ---------------------------------
| | For the six months ended June 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                                                                        |  |                              | 7  |      |   | 15 | 
|                                      |  | Interest
 expense                                                                      |  |                              | 8  |      |   | 9  | 
|                                      |  |                                                                                        |  |                              |    |      |   |    | 
|Total                                 |  |                                                                                        |  | $                            | 15 |      | $ | 25 | 
|                                      |  |                                                                                        |  |                              |    |      |   |    | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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
 June 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 June 30,
 2009 and December 31, 2008, respectively, are corresponding benefits of
 approximately $87 million and $53 million 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 $23 million and $15 million
 accrued for the payment of interest and penalties at June 30, 2009 and
 December 31, 2008, respectively. For the three and six months ended June 30,
 2009, Credco recognized a net charge of approximately $8 million of interest
 and penalties.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

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 the six months ended June 30, 2009,
compared with 13 percent for the full year 2008.

|   |                  
|-- | -----------------
|8. | Subsequent Events

Credco has performed an
evaluation of subsequent events through November 16, 2009, which is the date
the financial statements were issued.

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AMERICAN EXPRESS CREDIT CORPORATION

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

Restatement

As discussed
in “Explanatory Note” to this Form 10-Q/A and in Note 1 to the Consolidated
Financial Statements, American Express Credit Corporation (Credco) is restating
its Consolidated Financial Statements and other financial information as of and
for the three and six months ended June 30, 2009 and 2008. The restatement has
no effect on Credco's net cash flows provided by (used in) operating activities,
investing activities and financing activities. All dollar amounts and percentages
herein have been adjusted for the effects of the restatements adjustments.

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

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

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

The following
table sets forth the effects of the restatement adjustments on the Ratio of
Earnings to Fixed Charges for the years ended December 31, 2008 and 2007 and
for the six months ended June 30, 3009.

RATIO OF EARNINGS TO FIXED CHARGES

|               |                           |  |         
|-------------- | ------------------------- |  | --------
|(Millions)     | As 
 Previously
 Reported |  | Restated
|              
|               |                           |  |         
|2007           | 1.38                      |  | 1.38    
|2008           | 1.50                      |  | 1.62    
|June 30,
 2009 | 1.66                      |  | 1.51    

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 Expressâ
Card, the American Expressâ Gold Card,
Platinum Cardâ, Corporate Card, and other American
Express Cards issued in the United States and in designated currencies outside
the United States. Credco also finances certain interest-bearing and discounted
revolving 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

Credco
continues to remain cautious about the business environment. During the second
quarter of 2009, cardmember spending remained under pressure within all of
American Express business. While the year-

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AMERICAN EXPRESS CREDIT CORPORATION

over-year
spending decline was fairly consistent through the first five months of the
year, the decline has moderated slightly in June and July, and will likely
moderate further as compared to last years results. Despite the moderation of
the decline, however, it is likely that Credco will continue to experience a
reduction in the financing of cardmember receivables and loans.

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.

Results of Operations
for the six months ended June 30, 2009 and 2008

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

Credcos
consolidated net income decreased 60 percent to $162 million for the six months
ended June 30, 2009, as compared to the six months ended June 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 increase in other revenues for the reasons described below.

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AMERICAN EXPRESS CREDIT CORPORATION

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

|                                                                        |  |   |      |  
|----------------------------------------------------------------------- |  | - | ---- | -
|Discount revenue earned on purchased
 cardmember receivables and loans: |  |   |      |  
|Volume of receivables and loans purchased                               |  | $ | (756 | )
|Discount rates                                                          |  |   | (112 | )
|                                                                        |  |   |      |  
|Total                                                                   |  | $ | (868 | )
|                                                                        |  |   |      |  
|                                                                        |  |   |      |  
|Interest income from affiliates:                                        |  |   |      |  
|Average loans to affiliates                                             |  | $ | (41  | )
|Interest rates                                                          |  |   | (122 | )
|                                                                        |  |   |      |  
|Total                                                                   |  | $ | (163 | )
|                                                                        |  |   |      |  
|                                                                        |  |   |      |  
|Interest income from investments:                                       |  |   |      |  
|Average investments outstanding                                         |  | $ | 55   |  
|Interest rates                                                          |  |   | (141 | )
|                                                                        |  |   |      |  
|Total                                                                   |  | $ | (86  | )
|                                                                        |  |   |      |  
|                                                                        |  |   |      |  
|Provisions for losses, net of recoveries:                               |  |   |      |  
|Volume of receivables purchased                                         |  | $ | (262 | )
|Provisions rates and volume of recoveries                               |  |   | 13   |  
|                                                                        |  |   |      |  
|Total                                                                   |  | $ | (249 | )
|                                                                        |  |   |      |  
|                                                                        |  |   |      |  
|Interest expense:                                                       |  |   |      |  
|Average debt outstanding                                                |  | $ | (267 | )
|Interest rates                                                          |  |   | (131 | )
|                                                                        |  |   |      |  
|Total                                                                   |  | $ | (398 | )
|                                                                        |  |   |      |  
|                                                                        |  |   |      |  
|Interest expense to affiliates:                                         |  |   |      |  
|Average debt outstanding                                                |  | $ | 9    |  
|Interest rates                                                          |  |   | (132 | )
|                                                                        |  |   |      |  
|Total                                                                   |  | $ | (123 | )
|                                                                        |  |   |      |  

Discount Revenue Earned on Purchased
Cardmember Receivables and Loans

Discount
revenue decreased 69 percent or $868 million to $381 million for the six months
ended June 30, 2009, as compared to the six months ended June 30, 2008, due to
a decrease in both the volume of receivables purchased and discount rates.
Volume of receivables and loans purchased for the six months ended June 30,
2009, was 60 percent lower than the same period a year ago, primarily due to
the amendment of the receivables purchase agreements between Credco and each of
Centurion Bank and FSB. Purchased volume does not include those cardmember
receivables transferred with recourse to Credco and cardmember receivables and loans
funded by loans to affiliates. Discount rates, which vary over time due to
changes in market interest rates or changes in the collectibility of cardmember
receivables, decreased an average of approximately 21 basis points compared to
the six months ended June 30, 2008.

Interest Income from Affiliates

Interest
income from affiliates decreased 43 percent or $163 million to $219 million for
the six months ended June 30, 2009, as compared to the six months ended June
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 volume of loans to affiliates decreased primarily due
to the impact of foreign exchange rates and, to a lesser extent, to the
amendment of the funding structure with respect to Germany. The average
interest

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AMERICAN EXPRESS CREDIT CORPORATION

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | rate charged
 to affiliates during the six months ended June 30, 2009, was 115 basis points
 lower than the average interest rate charged to affiliates in the same six
 month period a year ago.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Interest Income from Investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Interest
 income from investments decreased 60 percent or $86 million to $57 million
 for the six months ended June 30, 2009, as compared to the six months ended
 June 30, 2008. The year-over-year decrease is due to the decrease of the
 average interest rate on the total investment portfolio of approximately 113
 basis points for the six months ended June 30, 2009, as compared to the same
 six month period a year ago, as well as the maturity of $400 million of U.S.
 Treasury securities in 2009.                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Other Revenues                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Other revenues
 decreased $56 million to $(46) million for the six months ended June 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 $249
 million to $107 million for the six months ended June 30, 2009, as compared
 to the six months ended June 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 56 percent and 79
 percent, respectively, for the six months ended June 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 outstanding. The average interest rate on debt outstanding
 during the six months ended June 30, 2009, was 61 basis points lower than the
 same period a year ago. The average rate due to affiliates during the six
 months ended June 30, 2009, was 125 basis points lower than the same period a
 year ago.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Service Fees to Affiliates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Service fees
 to affiliates decreased to $1 million for the six months ended June 30, 2009,
 as compared to $102 million for the six months ended June 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 13 percent for the six months ended June
 30, 2009, and 2008, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Cardmember Receivables                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | At June 30,
 2009, and December 31, 2008, Credco owned $9.0 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 June 30, 2009, and December
 31, 2008, CRC owned approximately $2.0 billion and $2.4 billion,
 respectively, of participation interests purchased from RFC V.                                   

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AMERICAN EXPRESS CREDIT CORPORATION

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

|                                                               |  |                |       |                    |   |                          |   |   |        |  
|-------------------------------------------------------------- |  | -------------- | ----- | ------------------ | - | ------------------------ | - | - | ------ | -
|As of and
 for six months ended (Millions, except percentages) |  | June 30,
 2009 |       | December 31,
 2008 |   | June 30,
 2008
 Restated |  
|                                                               |  |                |       |                    |   |                          |  
|Total
 cardmember receivables                                  |  | $              | 9,038 |                    | $ | 10,859                   |   | $ | 25,133 |  
|Loss
 reserves                                                 |  | $              | 160   |                    | $ | 204                      |   | $ | 771    |  
|as a % of receivables (a)                                      |  |                | 1.8   | %                  |   | 1.9                      | % |   | 3.1    | %
|Average life
 of cardmember receivables (in days)(b)           |  |                | 30    |                    |   | 32                       |   |   | 33     |  
|                                                               |  |                |       |                    |   |                          |   |   |        |  
|Cardmember
 receivables  180 day write-off (a)                |  | $              | 1,997 |                    | $ | 2,444                    |   |   | N/A    |  
|30 days past
 due as a % of total                              |  |                | 2.1   | %                  |   | 2.6                      | % |   | N/A    |  
|Average
 receivables                                           |  | $              | 1,981 |                    | $ | 11,413                   |   |   | N/A    |  
|Write-offs,
 net of recoveries                                 |  | $              | 36    |                    | $ | 493                      |   |   | N/A    |  
|Net
 write-off rate (a)                                        |  |                | 3.7   | %                  |   | 11.7                     | % |   | N/A    |  
|                                                               |  |                |       |                    |   |                          |   |   |        |  
|Cardmember
 receivables  360 day write-off                    |  | $              | 7,041 |                    | $ | 8,415                    |   | $ | 25,133 |  
|90 days past
 due as a % of total                              |  |                | 2.1   | %                  |   | 2.8                      | % |   | 3.9    | %
|Write-offs,
 net of recoveries                                 |  | $              | 94    |                    | $ | 77                       |   | $ | 364    |  
|Net
 write-off rate (c)                                        |  |                | 0.21  | %                  |   | 0.13                     | % |   | 0.26   | %

| |                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (a)                                                                                                                                                                                                                                                                                                                                   | In the fourth quarter of
 2008, American Express revised the time period in which past due cardmember
 receivables for its U.S. Card Services segment are written off to 180 days
 past due, consistent with applicable bank regulatory guidance. Previously,
 receivables were written off when 360 days past due. Credcos receivables
 subject to 180 day write-off and the related net write-off rate, which
 reflects write-offs, net of recoveries expressed as a percentage of the
 average amount of cardmember receivables owned by Credco at the beginning of
 the year and at the end of each month in each of the periods indicated, are
 reflected above.
| |                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (b)                                                                                                                                                                                                                                                                                                                                   | Represents the average life
 of cardmember receivables owned by Credco, based upon the ratio of the
 average amount of both billed and unbilled receivables owned by Credco at the
 end of each month, during the periods indicated, to the volume of cardmember
 receivables purchased by Credco.                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (c)                                                                                                                                                                                                                                                                                                                                   | Credcos write-offs, net of
 recoveries, expressed as a percentage of the volume of cardmember receivables
 purchased by Credco in each of the periods indicated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Cardmember
 receivables owned at June 30, 2009, decreased approximately $1.8 billion from
 December 31, 2008, as a result of a reduction in cardmember receivables
 purchased due to the expected seasonal changes in cardmember spending, and to
 a lesser extent, the wind down of receivables purchased from Amex Bank of
 Canada.
| |                                                                                                                                                                                                                                                                                                                                      
| | Reserves for Cardmember Receivables and Cardmember Loans                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                      
| | The
 following is an analysis of the reserves for cardmember receivables and
 cardmember loans:                                                                                                                                                                                                                                      

|                              |  |                |      |                |   |      |  
|----------------------------- |  | -------------- | ---- | -------------- | - | ---- | -
|Six months
 ended (Millions)  |  | June 30,
 2009 |      | June 30,
 2008 |  
|                              |  |                |      |                |  
|Balance,
 beginning of period |  | $              | 218  |                | $ | 841  |  
|Provisions
 for losses (a)    |  |                | 107  |                |   | 356  |  
|Accounts
 written-off (a)     |  |                | (138 | )              |   | (370 | )
|Other                         |  |                | (10  | )              |   | (45  | )
|                              |  |                |      |                |   |      |  
|Balance, end
 of period       |  | $              | 177  |                | $ | 782  |  
|                              |  |                |      |                |   |      |  

| |     |                                                                                                                                                          
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Includes recoveries on
 accounts previously written-off of $39 million and $81 million during the six
 months ended June 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)                                 |  | June 30,
 2009 |        | December 31,
 2008 |   | June 30,
 2008 | 
|                                           |  |                |        |                    |   |                | 
|TRS
 Subsidiaries:                         |  |                |        |                    |   |                |  |   |        | 
|American Express Australia Limited         |  | $              | 3,381  |                    | $ | 3,204          |  | $ | 4,184  | 
|American Express Services Europe Limited   |  |                | 2,699  |                    |   | 2,388          |  |   | 3,108  | 
|Amex Bank of Canada                        |  |                | 2,403  |                    |   | 2,257          |  |   | 2,649  | 
|American Express Centurion Bank (a)        |  |                |       |                    |   | 2,225          |  |   |       | 
|American Express International, Inc.       |  |                | 785    |                    |   | 943            |  |   | 860    | 
|American Express Co. (Mexico) S.A. de C.V. |  |                | 412    |                    |   | 392            |  |   | 489    | 
|American Express Bank (Mexico) S.A.        |  |                | 333    |                    |   | 317            |  |   | 350    | 
|                                           |  |                |        |                    |   |                |  |   |        | 
|Total (b)                                  |  | $              | 10,013 |                    | $ | 11,726         |  | $ | 11,640 | 
|                                           |  |                |        |                    |   |                |  |   |        | 

| |     |                                                                                                                                                                                                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 $10.0
 billion outstanding of loans to affiliates, approximately $6.5 billion are
 collateralized by the underlying cardmember receivables transferred with
 recourse.                                

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In July
 2009, American Express International, Inc. repaid $323 million of its
 outstanding loan amount to Credco.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Investment Portfolio                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Credcos
 investment portfolio primarily supports its contingent liquidity strategy by
 investing mainly in U.S. Government and agency obligations. Credcos
 objective is to manage the type and mix of assets as well as their maturity
 profile in order to ensure the cash and liquidity needs can be met without
 relying on the sale of investments prior to maturity. As a result, Credco
 generally holds its investments to maturity. Credco nonetheless seeks to
 invest in portfolios of securities with sufficient liquidity that could be
 accessed prior to maturity should changes in cash needs occur.                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | All of
 Credcos investments are classified as available-for-sale. Credco reviews its
 investments at least quarterly and more often as market conditions may
 require to evaluate their fair values and to identify investments that have
 indications of other-than-temporary impairments. The determination of
 other-than-temporary impairments for available-for-sale securities is a
 subjective process, requiring the use of various assumptions and application
 of judgment.                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Government Sponsored Enterprises                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | At June 30,
 2009, Credco owned approximately $2.7 billion of senior unsecured debentures
 issued by Government Sponsored Enterprises (GSEs): Fannie Mae and Freddie
 Mac. On September 7, 2008, the Federal Housing Finance Agency (FHFA)
 announced the decision to place Fannie Mae and Freddie Mac into a
 conservatorship controlled by the FHFA. These actions were designed to
 protect the senior and subordinated debt and the mortgage-backed securities
 of the GSEs. The total net unrealized gains on these securities were
 approximately $29 million at June 30, 2009.                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Money Market Fund                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Credco owned
 a $500 million investment in the Reserve Primary Fund (the Fund), a money
 market fund. The net asset value of the Fund fell below $1 per share in
 September 2008, at which time Credco recorded a loss of $15 million related
 to this investment. Credco has received approximately $449 million from the
 Fund since it filed a redemption order with Reserve, the Fund sponsor, in
 September 2008, which includes $22 million received on April 17, 2009. The
 remaining amount due from the Fund is recorded in deferred charges and other
 assets on Credcos Consolidated Balance Sheets. The timing of receipt of the
 remaining proceeds cannot be determined at this time.

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AMERICAN EXPRESS CREDIT CORPORATION

| |                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | With the
 exception of its exposure to the Fund, Credco did not experience any defaults
 or events of default, or determine it would not receive timely contractual
 payments of interest and repayment of principal on any of its holdings in its
 investment portfolios.                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                               
| | Due from Affiliates                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                               
| | At June 30,
 2009, and December 31, 2008, due from affiliates was $4.9 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)                                    |  | June 30,
 2009 |       | December 31,
 2008 |   | June 30,
 2008 | 
|                                              |  |                |       |                    |   |                | 
|American Express                              |  | $              | 6,890 |                    | $ | 3,579          |  | $ | 2,712 | 
|AE Exposure Management Ltd.                   |  |                | 1,052 |                    |   | 2,356          |  |   | 2,354 | 
|TRS                                           |  |                | 1,018 |                    |   | 1,483          |  |   | 406   | 
|American Express Holdings (Netherlands)
 C.V. |  |                | 419   |                    |   | 417            |  |   | 384   | 
|American Express Europe Limited               |  |                | 175   |                    |   | 175            |  |   |      | 
|National Express Company, Inc.                |  |                | 133   |                    |   | 91             |  |   | 2,094 | 
|American Express Publishing Corp.             |  |                | 46    |                    |   | 84             |  |   | 53    | 
|Other                                         |  |                | 152   |                    |   | 132            |  |   | 136   | 
|                                              |  |                |       |                    |   |                |  |   |       | 
|Total                                         |  | $              | 9,885 |                    | $ | 8,317          |  | $ | 8,139 | 
|                                              |  |                |       |                    |   |                |  |   |       | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 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. Conditions in the
 debt capital markets have generally been very strained since September 2008,
 although they have recovered somewhat in the second quarter of 2009. 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,

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AMERICAN EXPRESS CREDIT CORPORATION

such as
disruption of financial markets, market capacity, and demand for securities
offered by Credco as well as any regulatory changes. Many of these risks and
uncertainties are beyond Credcos control.

Credcos
current funding strategy for 2009 is to raise funds to maintain sufficient cash
and readily-marketable securities that are easily convertible to cash in order
to, 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). However, Credco is not immune to the impact
on corporate ratings arising from the uncertainty in financial markets and the
weakening economic environment. The most recent updates that the rating
agencies have provided on Credcos ratings are as follows:

|               |  |                 |  |                       |  |                      |  |          |  |                                             
|-------------- |  | --------------- |  | --------------------- |  | -------------------- |  | -------- |  | --------------------------------------------
|               |  |                 |  |                       |  |                      |  |          |  |                                             
|Credit
 Agency |  | Date of
 Notice |  | Short-
 Term
 ratings |  | Long-
 Term
 ratings |  | Outlook  |  | Nature of ratings update                    
|               |  |                 |  |                       |  |                      |  |          |  |                                             
|               |  |                 |  |                       |  |                      |  |          |  |                                             
|Fitch          |  | April 16,
 2009 |  | F1                    |  | A+                   |  | Negative |  | Outlook
 changed from Stable to Negative
|               |  |                 |  |                       |  |                      |  |          |  |                                             
|S&P            |  | July 24,
 2009  |  | A-2                   |  | BBB+                 |  | Negative |  | Previous
 ratings reaffirmed                
|               |  |                 |  |                       |  |                      |  |          |  |                                             
|DBRS           |  | July 24,
 2009  |  | R-1 (middle)          |  | A(high)              |  | Negative |  | Previous
 ratings reaffirmed                
|               |  |                 |  |                       |  |                      |  |          |  |                                             
|Moodys        |  | July 27,
 2009  |  | Prime-1               |  | A2                   |  | Stable   |  | Previous
 ratings reaffirmed                
|               |  |                 |  |                       |  |                      |  |          |  |                                             

A downgrade in
Credcos long-term debt rating could result in paying higher interest expense
on Credcos unsecured debt, as well as higher fees related to its committed
lines of credit. In addition to increased funding costs, a lower long-term debt
rating could also reduce Credcos borrowing capacity in the unsecured term debt
capital markets.

Short-term Funding Programs

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

On October 7, 2008, the Federal Reserve Board
established the Commercial Paper Funding Facility (CPFF). The CPFF
provides three-month liquidity to U.S. issuers of commercial paper through a
special purpose vehicle (SPV), which purchases three month unsecured and
asset-backed commercial paper directly from eligible issuers using financing
provided by the Federal Reserve Bank of New York. Credco is eligible to have up
to $14.7 billion of commercial paper outstanding with the SPV at any one time.
Credco continues to be eligible

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AMERICAN EXPRESS CREDIT CORPORATION

to participate
in the CPFF based on its current short-term ratings assigned by Moodys and
Fitch. The commercial paper must be rated at least A1/P1/F1 by two or more
major nationally recognized statistical rating organizations to qualify for
participation in the CPFF. The CPFF is currently set to expire at February 1,
2010. At June 30, 2009, Credco had no commercial paper outstanding with the
CPFF.

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
June 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 generally defined as any
debt with an original maturity greater than 12 months.

Credco had the
following long-term debt outstanding:

|                            |  |                               |      |                                |   |      | 
|--------------------------- |  | ----------------------------- | ---- | ------------------------------ | - | ---- | 
|(Billions)                  |  | Quarter ended
 June 30,
 2009 |      | Year ended
 December 31,
 2008 |  
|                            |  |                               |      |                                |  
|                           
|Long-term
 debt outstanding |  | $                             | 17.9 |                                | $ | 20.0 | 
|Average
 long-term debt     |  | $                             | 18.7 |                                | $ | 21.2 | 
|                            |  |                               |      |                                |   |      | 

Credco also
has the ability to issue debt securities under shelf registrations filed with
the Securities and Exchange Commission (SEC). The shelf registration statement
filed with the SEC is for an unspecified amount of debt securities to be issued
from time to time. During the six months ended June 30, 2009, Credco did not
issue any debt securities from its U.S. shelf registration. At June 30, 2009,
Credco had $10.6 billion of debt securities outstanding issued under the SEC
registration statements.

Credco, in
conjunction with certain subsidiaries of American Express, has established a
program for the issuance of debt instruments outside the United States to be
listed on the Luxembourg Stock Exchange. The maximum aggregate principal amount
of debt instruments outstanding at any one time under the program cannot exceed
$50.0 billion. At June 30, 2009, $3.0 billion was outstanding under this
program, of which $2.5 billion was issued by Credco.

Credco
established a program in Australia for the issuance of debt securities from
time to time of up to approximately $4.8 billion. During the six months ended
June 30, 2009, no notes were issued under this program. At June 30, 2009,
approximately $4.1 billion was available for issuance under this program.

During the
first quarter of 2008, a new shelf prospectus was filed and became effective in
Canada for a medium-term note program providing for the issuance from time to
time, in Canada, of up to approximately $3.0 billion of notes by American
Express Canada Credit Corporation (Cancredco), an indirect wholly-owned
subsidiary of Credco. All notes issued under this shelf registration will be
guaranteed by Credco. During the six months ended June 30, 2009, no notes were
issued under this program. The financial results of Cancredco are included in
the consolidated financial results of Credco.

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

Credco paid
cash dividends of $75 million to TRS during the six months ended June 30, 2009.
Additionally, Credco paid cash dividends of $125 million to TRS on August 10,
2009.

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AMERICAN EXPRESS CREDIT CORPORATION

Liquidity Strategy

Credco seeks
to ensure that it has adequate liquidity in the form of cash and
readily-marketable securities easily convertible into cash, as well as access
to cash and cash equivalents, to continuously meet its business needs, sustain
operations, and satisfy its obligations for a period of at least 12 months
without access to the unsecured debt capital markets. This objective is managed
by accessing capital to finance business growth through a broad and diverse set
of funding programs, and maintaining a variety of contingent sources of cash
and financing.

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

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

|                    |  |                 |     | 
|------------------- |  | --------------- | --- | 
|                    |  |                 |    
|(Billions)          |  | Debt Maturities |    
|                    |  |                 |    
|Quarter
 Ending:    |  |                 |     | 
|                    |  |                 |     | 
|                   
|September
 30, 2009 |  | $               | 1.5 | 
|December 31,
 2009  |  |                 | 1.1 | 
|March 31,
 2010     |  |                 |    | 
|June 30,
 2010      |  |                 | 1.4 | 
|                    |  |                 |     | 
|Total               |  | $               | 4.0 | 
|                    |  |                 |     | 

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

Cash and Readily-Marketable Securities

At June 30,
2009, Credco had cash and cash equivalents of approximately $5.6 billion as
well as $2.7 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.

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AMERICAN EXPRESS CREDIT CORPORATION

Committed Bank Credit Facilities

Credco
maintained committed bank credit facilities at June 30, 2009, as follows:

|               |  |       |      |                   |   |        |  |   |     |    
|-------------- |  | ----- | ---- | ----------------- | - | ------ |  | - | --- | ---
|(Billions)     |  | Total |      | American
 Express |   | Credco | 
|               |  |       |      |                   |   |        | 
|Committed
 (a) |  | $     | 10.8 |                   | $ | 1.3    |  | $ | 9.5 | (b)
|Outstanding    |  | $     | 2.9  |                   | $ |       |  | $ | 2.9 |    
|               |  |       |      |                   |   |        |  |   |     |    

|    |                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Included
 is $2.9 billion outstanding related to the Australian facility.                                                                                         
|    |                                                                                                                                                                   
|(b) | Credco
 has the right to borrow a maximum amount of $10.8 billion with a commensurate
 maximum $1.3 billion reduction in the amount available to American Express.

Credcos
committed bank credit facilities expire as follows:

|           |  |   |      | 
|---------- |  | - | ---- | 
|(Billions) |  |   |      | 
|           |  |   |      | 
|2010       |  | $ | 1.9  | 
|2011       |  |   | 2.7  | 
|2012       |  |   | 6.2  | 
|           |  |   |      | 
|Total      |  | $ | 10.8 | 
|           |  |   |      | 

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 1.51 for the six months ended June 30, 2009. The ratio of
earnings to fixed charges for American Express for the six months ended June
30, 2009 was 1.84.

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 June 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
    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
 restatement or (ii) its material weakness in internal control over financial
 reporting;                                                                                                                                                                                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | Credcos ability to satisfy its
 liquidity needs and execute on its funding plans, which will depend on, among
 other things, Credcos future business growth, its credit ratings, market
 capacity and demand for securities offered by Credco, performance by Credcos
 counterparties under its bank credit facilities and other lending facilities,
 and regulatory changes, including adoption of changes to the policies, rules
 and regulations of the Board of Governors of the Federal Reserve System;
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | Credcos ability to meet the
 criteria for participation in certain liquidity facilities and other funding
 programs, including the Commercial Paper Funding Facility being made
 available through the Federal Reserve Bank of New York, or through other
 governmental entities; and                                                                                                                                                                                                                         
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | Credcos ability to access in a
 timely manner its remaining investment in the Reserve Primary Fund.                                                                                                                                                                                                                                                                                                                                                                                                           

OTHER
REPORTING MATTERS

Accounting Developments

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

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AMERICAN EXPRESS CREDIT CORPORATION

Item 4. CONTROLS AND PROCEDURES

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

Evaluation
of Disclosure Controls and Procedures

Credcos management, with
the participation of Credcos Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of Credcos disclosure controls and
procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end
of the period covered by this report. Based on such evaluation, Credcos Chief
Executive Officer and Chief Financial Officer have concluded that Credcos
disclosure controls and procedures were not effective as of June 30, 2009 due
to the material weakness
identified and described below.

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

Remediation
Steps to Address Material Weakness in Internal Controls

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

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

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

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AMERICAN EXPRESS CREDIT CORPORATION

Changes
in Internal Control over Financial Reporting

There were no changes to
Credcos internal control over financial reporting that occurred during the
second quarter ended June 30, 2009 that would have a material effect, or are
reasonably likely to have a material effect, on Credcos internal control over
financial reporting.

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AMERICAN EXPRESS CREDIT CORPORATION

PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

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

Item 6.
EXHIBITS

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

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AMERICAN EXPRESS CREDIT CORPORATION

SIGNATURES

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

AMERICAN EXPRESS CREDIT CORPORATION(Registrant)

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

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AMERICAN EXPRESS CREDIT CORPORATION

EXHIBIT INDEX

Pursuant to Item 601 of Regulation S-K

|             |  |                                                                                                                                                                        |  |                                                                                                                                                    
|------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
|             |  | Description                                                                                                                                                            |  | How Filed                                                                                                                                          
|             |  |                                                                                                                                                                        |  |                                                                                                                                                    
|Exhibit 4(a) |  | Form of Permanent Global Registered Fixed-Rate
    Medium-Term Senior Note, Series D                                                                                   |  | Incorporated by reference to Exhibit
         4(i) to Registrants Registration Statement on Form S-3 dated June 16, 2009
    (File No. 333-160018)
|             |  |                                                                                                                                                                        |  |                                                                                                                                                    
|Exhibit 4(b) |  | Form of Permanent Global Registered Floating
         Rate Medium-Term Senior Note, Series D                                                                           |  | Incorporated by reference to Exhibit
         4(j) to Registrants Registration Statement on Form S-3 dated June
    16, 2009 (File No. 333-160018)
|             |  |                                                                                                                                                                        |  |                                                                                                                                                    
|Exhibit 4(c) |  | Form of Medium-Term Note-Master
    Note relating to the Companys InterNotes® program                                                                                 |  | Incorporated by reference to Exhibit
         4(l) to Registrants Registration Statement on Form S-3 dated June
    16, 2009 (File No. 333-160018)
|             |  |                                                                                                                                                                        |  |                                                                                                                                                    
|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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