EXHIBIT 4.6


AMERICAN EXPRESS COMPANY


2.650% Senior Notes due 2022


REGISTRATION RIGHTS AGREEMENT


December 3, 2012


Credit Suisse Securities
(USA) LLC

          as representative
of the dealer managers

c/o Credit Suisse Securities (USA) LLC

     Eleven Madison Avenue

     New York, New York 10010-3629 


Dear Sirs: 


          American
Express Company, a New York corporation (the “Company”), proposes to exchange
its 2.650% senior notes due 2022 (the “Initial Securities”) and cash for any
and all of its issued and outstanding 8.125% senior notes due 2019. The Initial
Securities will be issued pursuant to an indenture (the “Indenture”) to be
entered into by and between the Company and The Bank of New York Mellon as
trustee. The Company agrees with Credit Suisse Securities (USA) LLC, as
representative (the “Representative”) of the dealer managers (each, a “Dealer
Manager” and together, the “Dealer Managers”) appointed by the company in
respect of the Registered Exchange Offer (as defined herein) pursuant to the
dealer manager agreement, dated November 13, 2012 by and between the Company
and the Representative in connection with the Registered Exchange Offer (the
“Dealer Manager Agreement”) for the benefit of the holders of the Initial
Securities and the Exchange Securities (collectively the “Holders”), as
follows: 


          1.
Registered Exchange Offer. The
Company shall, at its own cost, prepare and, not later than 150 days after (or
if the 150th day is not a business day, the first business day thereafter) the
date of original issue of the Initial Securities (the “Issue Date”), file with
the Securities and Exchange Commission (the “Commission”) a registration
statement (the “Exchange Offer Registration Statement”) on an appropriate form
under the Securities Act of 1933, as amended (the “Securities Act”), with
respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of
Transfer Restricted Securities (as defined in Section 6 hereof), who are not
prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer, to issue and deliver to such Holders, in exchange
for the Initial Securities, a like aggregate principal amount of debt
securities (the “Exchange Securities”) of the Company issued under the
Indenture and identical in all material respects to the Initial Securities
(except for the transfer restrictions relating to the Initial Securities and
the provisions relating to the matters described in Section 6 hereof) that
would be registered under the Securities Act. The Initial Securities and the
Exchange Securities are herein collectively called the “Securities”. The
Company shall use its reasonable best efforts to cause such Exchange Offer
Registration Statement to become effective under the Securities Act within 210
days (or if the 210th day is not a business day, the first business day
thereafter) after the Issue Date of the Initial Securities and shall keep the
Exchange Offer Registration Statement effective for not less than 30 days (or
longer, if required by applicable law) after the date notice of the Registered
Exchange Offer is mailed to the Holders (such period being called the “Exchange
Offer Registration Period”). The Company shall use its reasonable best efforts
to cause the Registered Exchange Offer to be consummated within 270 days (or if
the 270th day is not a business day, the first business day
thereafter) after the Issue Date of the Initial Securities. 


          If
the Company effects the Registered Exchange Offer, the Company will be entitled
to close the Registered Exchange Offer 30 days after the commencement thereof
provided that the Company has accepted all the Initial Securities theretofore
validly tendered in accordance with the terms of the Registered Exchange Offer.






          Following
the declaration of the effectiveness of the Exchange Offer Registration
Statement, the Company shall reasonably promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder of Transfer Restricted Securities (as defined in Section 6
hereof) electing to exchange the Initial Securities for Exchange Securities
(assuming that such Holder is not an affiliate of the Company within the
meaning of the Securities Act, acquires the Exchange Securities in the ordinary
course of such Holder’s business and has no arrangements with any person to
participate in the distribution of the Exchange Securities and is not
prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer) to trade such Exchange Securities from and after
their receipt without any limitations or restrictions under the Securities Act
and without material restrictions under the securities laws of the several
states of the United States. 


          The
Company acknowledges that, pursuant to current interpretations by the
Commission’s staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, each Holder that is a broker-dealer electing to
exchange Securities, acquired for its own account as a result of market making
activities or other trading activities, for Exchange Securities (an “Exchanging
Dealer”), is required to deliver a prospectus containing substantially the
information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in
the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer”
section, and (c) Annex C hereto in the “Plan of Distribution” section of such
prospectus in connection with a sale of any such Exchange Securities received
by such Exchanging Dealer pursuant to the Registered Exchange Offer. 


          The
Company shall use its reasonable best efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the prospectus
contained therein, in order to permit such prospectus to be lawfully delivered
by all persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Securities; provided, however,
that (i) in the case where such prospectus and any amendment or supplement
thereto must be delivered by an Exchanging Dealer, such period shall be the
lesser of 180 days and the date on which all Exchanging Dealers have sold all
Exchange Securities held by them (unless such period is extended pursuant to
Section 3(j) below) and (ii) the Company shall make such prospectus and any
amendment or supplement thereto available to any broker-dealer for use in
connection with any resale of any Exchange Securities for a period of not less
than 90 days after the consummation of the Registered Exchange Offer. 


          In
connection with the Registered Exchange Offer, the Company shall: 


	
  

 	
  

 
	
  

 	
           (a)
 mail to each Holder a copy of the prospectus forming part of the Exchange
 Offer Registration Statement, together with an appropriate letter of
 transmittal and related documents; 

 
	
  

 	
  

 
	
  

 	
           (b)
 keep the Registered Exchange Offer open for not less than 30 days (or longer,
 if required by applicable law) after the date notice thereof is mailed to the
 Holders; 

 
	
  

 	
  

 
	
  

 	
           (c)
 utilize the services of a depositary for the Registered Exchange Offer with
 an address in the Borough of Manhattan, The City of New York, which may be
 the Trustee or an affiliate of the Trustee; 

 
	
  

 	
  

 
	
  

 	
           (d)
 permit Holders to withdraw tendered Securities at any time prior to the close
 of business, New York time, on the last business day on which the Registered
 Exchange Offer shall remain open; and 

 
	
  

 	
  

 
	
  

 	
           (e)
 otherwise comply with all applicable laws. 

 
	
  

 	
  

 
	
           As
 soon as practicable after the close of the Registered Exchange Offer, the
 Company shall: 

 
	
  

 	
  

 
	
  

 	
           (x)
 accept for exchange all the Securities validly tendered and not withdrawn
 pursuant to the Registered Exchange Offer; 

 
	
  

 	
  

 
	
  

 	
           (y)
 deliver to the Trustee for cancellation all the Initial Securities so
 accepted for exchange; and

 


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           (z)
 cause the Trustee to authenticate and deliver promptly to each Holder of the
 Initial Securities, Exchange Securities equal in principal amount to the
 Initial Securities of such Holder so accepted for exchange. 

 


          The
Indenture will provide that the Exchange Securities will not be subject to the
transfer restrictions set forth in the Indenture and that all the Securities
will vote and consent together on all matters as one class and that none of the
Securities will have the right to vote or consent as a class separate from one
another on any matter. 


          Interest
on each Exchange Security issued pursuant to the Registered Exchange Offer will
accrue from the last interest payment date on which interest was paid on the
Initial Securities surrendered in exchange therefor or, if no interest has been
paid on the Initial Securities, from the date of original issue of the Initial
Securities. 


          Each
Holder participating in the Registered Exchange Offer shall be required to
represent to the Company that at the time of the consummation of the Registered
Exchange Offer (i) any Exchange Securities received by such Holder will be
acquired in the ordinary course of business, (ii) such Holder will have no
arrangements or understanding with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act, (iii) such Holder is not an “affiliate,” as defined in Rule
405 of the Securities Act, of the Company or if it is an affiliate, such Holder
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities. 


          Notwithstanding
any other provisions hereof, the Company will ensure that (i) any Exchange
Offer Registration Statement and any amendment thereto and any prospectus
forming part thereof and any supplement thereto complies in all material
respects with the Securities Act and the rules and regulations thereunder, (ii)
any Exchange Offer Registration Statement and any amendment thereto does not,
when it becomes effective, contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading and (iii) any prospectus forming
part of any Exchange Offer Registration Statement, and any supplement to such
prospectus, does not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading. 


          2.
Shelf Registration. If, (i)
because of any change in law or in applicable interpretations thereof by the
staff of the Commission, the Company is not permitted to effect a Registered
Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered
Exchange Offer is not consummated within 270 days of the Issue Date or (iii)
any Holder (other than an Exchanging Dealer) is not eligible to participate in
the Registered Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered Exchange Offer, such
Holder does not receive freely tradeable Exchange Securities on the date of the
exchange, the Company shall take the following actions: 


	
  

 	
  

 
	
  

 	
           (a)
 The Company shall, at its cost, as promptly as practicable (but in no event
 more than 60 days after so required or requested pursuant to this Section 2)
 file with the Commission and thereafter shall use its reasonable best efforts
 to cause to be declared effective (unless it becomes effective automatically
 upon filing) a registration statement (the “Shelf Registration Statement”
 and, together with the Exchange Offer Registration Statement, a “Registration
 Statement”) on an appropriate form under the Securities Act relating to the
 offer and sale of the Transfer Restricted Securities (as defined in Section 6
 hereof) by the Holders thereof from time to time in accordance with the
 methods of distribution set forth in the Shelf Registration Statement and
 Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”);
 provided, however, that no Holder shall be entitled to have the Securities
 held by it covered by such Shelf Registration Statement unless such Holder
 agrees in writing to be bound by all the provisions of this Agreement applicable
 to such Holder.

 


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           (b)
 The Company shall use its reasonable best efforts to keep the Shelf
 Registration Statement continuously effective in order to permit the
 prospectus included therein to be lawfully delivered by the Holders of the relevant
 Securities, for a period of one year (or for such longer period if extended
 pursuant to Section 3(j) below) from the Issue Date or such shorter period
 that will terminate when all the Securities covered by the Shelf Registration
 Statement (i) have been sold pursuant thereto or (ii) are no longer
 restricted securities (as defined in Rule 144 under the Securities Act, or
 any successor rule thereof). The Company shall be deemed not to have used its
 reasonable best efforts to keep the Shelf Registration Statement effective
 during the requisite period if it voluntarily takes any action that would
 result in Holders of Securities covered thereby not being able to offer and
 sell such Securities during that period, unless such action is required by
 applicable law. 

 
	
  

 	
  

 
	
  

 	
           (c)
 Notwithstanding any other provisions of this Agreement to the contrary, the
 Company shall cause the Shelf Registration Statement and the related
 prospectus and any amendment or supplement thereto, as of its respective
 effective date, (i) to comply in all material respects with the applicable
 requirements of the Securities Act and the rules and regulations of the
 Commission and (ii) not to contain any untrue statement of a material fact or
 omit to state a material fact required to be stated therein or necessary in
 order to make the statements therein, in light of the circumstances under
 which they were made, not misleading. 

 


          3.
Registration Procedures. In
connection with any Shelf Registration contemplated by Section 2 hereof and, to
the extent applicable, any Registered Exchange Offer contemplated by Section 1
hereof, the following provisions shall apply: 


	
  

 	
  

 
	
  

 	
           (a)
 The Company shall (i) furnish to the Representative, prior to the filing
 thereof with the Commission, a copy of the Registration Statement and each
 amendment thereof and each supplement, if any, to the prospectus included
 therein and the Company shall use its reasonable best efforts to reflect in
 each such document, when so filed with the Commission, such comments as the
 Representative reasonably may propose (provided that nothing in this
 Agreement shall be construed to require the Company to furnish drafts of its
 periodic, current or other reports filed under the Exchange Act in advance of
 such filing); (ii) include the information set forth in Annex A hereto on the
 cover, in Annex B hereto in the “Exchange Offer Procedures” section and the
 “Purpose of the Exchange Offer” section and in Annex C hereto in the “Plan of
 Distribution” section of the prospectus forming a part of the Exchange Offer
 Registration Statement and include the information set forth in Annex D
 hereto in the Letter of Transmittal delivered pursuant to the Registered
 Exchange Offer; (iii) include within the prospectus contained in the Exchange
 Offer Registration Statement a section entitled “Plan of Distribution,”
 reasonably acceptable to the Representative, which shall contain a summary
 statement of the positions taken or policies made by the staff of the
 Commission with respect to the potential “underwriter” status of any
 broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under
 the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of
 Exchange Securities received by such broker-dealer in the Registered Exchange
 Offer (a “Participating Broker-Dealer”), whether such positions or policies
 have been publicly disseminated by the staff of the Commission or such
 positions or policies, in the reasonable judgment of the Representative based
 upon advice of counsel (which may be in-house counsel), represent the
 prevailing views of the staff of the Commission; and (iv) in the case of a
 Shelf Registration Statement, include in the prospectus included in the Shelf
 Registration Statement (or, if permitted by Commission Rule 430B(b), in a
 prospectus supplement that becomes a part thereof pursuant to Commission Rule
 430B(f)) that is delivered to any Holder pursuant to Section 3(d) and (f),
 the names of the Holders, who propose to sell Securities pursuant to the
 Shelf Registration Statement, as selling securityholders. 

 
	
  

 	
  

 
	
  

 	
           (b)
 The Company shall give written notice to the Representative, the Holders of
 the Securities and any Participating Broker-Dealer from whom the Company has
 received prior written notice that it will be a Participating Broker-Dealer
 in the Registered Exchange Offer (which notice pursuant to clauses (ii)-(v)
 hereof shall be accompanied by an instruction to suspend the use of the
 prospectus until the requisite changes have been made):

 


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           (i)
 when the Registration Statement or any amendment thereto has been filed with
 the Commission and when the Registration Statement or any post-effective
 amendment thereto has become effective; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)
 of any request by the Commission for amendments or supplements to the
 Registration Statement or the prospectus included therein or for additional
 information; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii)
 of the issuance by the Commission of any stop order suspending the
 effectiveness of the Registration Statement or the initiation of any
 proceedings for that purpose, of the issuance by the Commission of a
 notification of objection to the use of the form on which the Registration
 Statement has been filed, and of the happening of any event that causes the
 Company to become an “ineligible issuer,” as defined in Commission Rule 405; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iv)
 of the receipt by the Company or its legal counsel of any notification with
 respect to the suspension of the qualification of the Securities for sale in
 any jurisdiction or the initiation or threatening of any proceeding for such
 purpose; and 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (v)
 of the happening of any event that requires the Company to make changes in
 the Registration Statement or the prospectus in order that the Registration
 Statement or the prospectus do not contain an untrue statement of a material
 fact nor omit to state a material fact required to be stated therein or
 necessary to make the statements therein (in the case of the prospectus, in
 light of the circumstances under which they were made) not misleading. 

 
	
  

 	
  

 
	
  

 	
           (c)
 The Company shall make every reasonable effort to obtain the withdrawal at
 the earliest possible time, of any order suspending the effectiveness of the
 Registration Statement. 

 
	
  

 	
  

 
	
  

 	
           (d)
 The Company shall furnish to each Holder of Securities included within the
 coverage of the Shelf Registration, without charge, at least one copy of the
 Shelf Registration Statement and any post-effective amendment or supplement
 thereto, including financial statements and schedules, and, if the Holder so
 requests in writing, all exhibits thereto (including those, if any,
 incorporated by reference). The Company shall not, without the prior consent
 of the Representative, make any offer relating to the Securities that would
 constitute a “free writing prospectus,” as defined in Commission Rule 405. 

 
	
  

 	
  

 
	
  

 	
           (e)
 The Company shall deliver to each Exchanging Dealer, Dealer Manager or Holder
 who so requests, without charge, at least one copy of the Exchange Offer Registration
 Statement and any post-effective amendment thereto, including financial
 statements and schedules, and, if, a Dealer Manager or any such Holder,
 requests, all exhibits thereto (including those incorporated by reference). 

 
	
  

 	
  

 
	
  

 	
           (f)
 The Company shall, during the Shelf Registration Period, deliver to each
 Holder of Securities included within the coverage of the Shelf Registration,
 without charge, as many copies of the prospectus (including each preliminary
 prospectus) included in the Shelf Registration Statement and any amendment or
 supplement thereto as such person may reasonably request. The Company
 consents, subject to the provisions of this Agreement, to the use of the
 prospectus or any amendment or supplement thereto by each of the selling
 Holders of the Securities in connection with the offering and sale of the
 Securities covered by the prospectus, or any amendment or supplement thereto,
 included in the Shelf Registration Statement. 

 
	
  

 	
  

 
	
  

 	
           (g)
 The Company shall deliver to any Dealer Manager, any Exchanging Dealer, any
 Participating Broker-Dealer and any other persons required to deliver a
 prospectus following the Registered Exchange Offer, without charge, as many
 copies of the final prospectus included in the Exchange Offer Registration
 Statement and any amendment or supplement thereto as such persons, or the
 Representative, may reasonably request. The Company consents, subject to the
 provisions of this Agreement, to the use of the prospectus or any amendment
 or supplement thereto, if necessary, by the Dealer Managers, any
 Participating Broker-Dealer and such other persons required to deliver a
 prospectus following the 

 


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 Registered
 Exchange Offer in connection with the offering and sale of the Exchange
 Securities covered by the prospectus, or any amendment or supplement thereto,
 included in such Exchange Offer Registration Statement.

 
	
  

 	
  

 
	
  

 	
           (h)
 Prior to any public offering of the Securities, pursuant to any Registration
 Statement, the Company shall use its reasonable best efforts to register or
 qualify or cooperate with the Holders of the Securities included therein and
 their respective counsel in connection with the registration or qualification
 of the Securities for offer and sale under the securities or “blue sky” laws
 of such states of the United States as any Holder of the Securities
 reasonably requests in writing and do any and all other acts or things
 necessary or advisable to enable the offer and sale in such jurisdictions of
 the Securities covered by such Registration Statement; provided, however,
 that the Company shall not be required to (i) qualify generally to do
 business in any jurisdiction where it is not then so qualified or (ii) take
 any action which would subject it to general service of process or to
 taxation in any jurisdiction where it is not then so subject.

 
	
  

 	
  

 
	
  

 	
           (i)
 The Company shall cooperate with the Holders of the Securities to facilitate
 the timely preparation and delivery of certificates representing the
 Securities to be sold pursuant to any Registration Statement free of any
 restrictive legends and in such denominations and registered in such names as
 the Holders may request a reasonable period of time prior to sales of the
 Securities pursuant to such Registration Statement. 

 
	
  

 	
  

 
	
  

 	
           (j)
 Upon the occurrence of any event contemplated by paragraphs (ii) through (v)
 of Section 3(b) above during the period for which the Company is required to
 maintain an effective Registration Statement, the Company shall promptly
 prepare and file a post-effective amendment to the Registration Statement or
 a supplement to the related prospectus and any other required document so
 that, as thereafter delivered to Holders of the Securities or purchasers of
 Securities, the prospectus will not contain an untrue statement of a material
 fact or omit to state any material fact required to be stated therein or
 necessary to make the statements therein, in light of the circumstances under
 which they were made, not misleading. If the Company notifies the Representative,
 the Holders of the Securities and any known Participating Broker-Dealer in
 accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend
 the use of the prospectus until the requisite changes to the prospectus have
 been made, then the Dealer Managers, the Holders of the Securities and any
 such Participating Broker-Dealers shall suspend use of such prospectus, and
 the period of effectiveness of the Shelf Registration Statement provided for
 in Section 2(b) above and the Exchange Offer Registration Statement provided
 for in Section 1 above shall each be extended by the number of days from and
 including the date of the giving of such notice to and including the date
 when the Dealer Manager, the Holders of the Securities and any known Participating
 Broker-Dealer shall have received such amended or supplemented prospectus
 pursuant to this Section 3(j). During the period during which the Company is
 required to maintain an effective Shelf Registration Statement pursuant to
 this Agreement, the Company will prior to the three-year expiration of that
 Shelf Registration Statement file, and use its reasonable best efforts to
 cause to be declared effective (unless it becomes effective automatically
 upon filing) within a period that avoids any interruption in the ability of
 Holders of Securities covered by the expiring Shelf Registration Statement to
 make registered dispositions, a new registration statement relating to the
 Securities, which shall be deemed the “Shelf Registration Statement” for purposes
 of this Agreement. 

 
	
  

 	
  

 
	
  

 	
           (k)
 Not later than the effective date of the applicable Registration Statement,
 the Company will provide a CUSIP number for the Initial Securities or the
 Exchange Securities, as the case may be, and provide the applicable trustee
 with printed certificates for the Initial Securities or the Exchange
 Securities, as the case may be, in a form eligible for deposit with The
 Depository Trust Company. 

 
	
  

 	
  

 
	
  

 	
           (l)
 The Company will comply with all rules and regulations of the Commission to
 the extent and so long as they are applicable to the Registered Exchange
 Offer or the Shelf Registration and will make generally available to its
 security holders (or otherwise provide in accordance with Section 11(a) of
 the Securities Act) an earnings statement satisfying the provisions of
 Section 11(a) of the Securities Act, no later than 45 days after the end of a
 12-month period (or 90 days, if such period is a fiscal year) beginning 

 


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 with
 the first month of the Company’s first fiscal quarter commencing after the
 effective date of the Registration Statement, which statement shall cover
 such 12-month period provided, however, that compliance by the Company with
 the periodic reporting requirements of the Exchange Act shall satisfy the
 Company’s obligations under this Section 3(b)(l). 

 
	
  

 	
  

 
	
  

 	
           (m)
 The Company shall cause the Indenture to be qualified under the Trust
 Indenture Act of 1939, as amended, in a timely manner and containing such
 changes, if any, as shall be necessary for such qualification. In the event
 that such qualification would require the appointment of a new trustee under
 the Indenture, the Company shall appoint a new trustee thereunder pursuant to
 the applicable provisions of the Indenture. 

 
	
  

 	
  

 
	
  

 	
           (n)
 The Company may require each Holder of Securities to be sold pursuant to the
 Shelf Registration Statement to furnish to the Company such information
 regarding the Holder and the distribution of the Securities as the Company
 may from time to time reasonably require for inclusion in the Shelf
 Registration Statement, and the Company may exclude from such registration
 the Securities of any Holder that unreasonably fails to furnish such
 information within a reasonable time after receiving such request. 

 
	
  

 	
  

 
	
  

 	
           (o)
 Subject to Section 8, the Company shall enter into such customary agreements
 (including, if requested, an underwriting agreement in customary form) and
 take all such other action, if any, as the Holders of a majority in principal
 amount of the Securities shall reasonably request in order to facilitate the
 disposition of the Securities pursuant to any Shelf Registration. 

 
	
  

 	
  

 
	
  

 	
           (p)
 In the case of any Shelf Registration, the Company shall if requested by the
 Holders of a majority in principal amount of the Securities (i) make
 reasonably available for inspection by the Holders of the Securities, any
 underwriter participating in any disposition pursuant to the Shelf
 Registration Statement and any attorney, accountant or other agent retained
 by the Holders of the Securities or any such underwriter all relevant
 financial and other records, pertinent corporate documents and properties of
 the Company and (ii) cause the Company’s officers, directors, employees,
 accountants and auditors to supply all relevant information reasonably
 requested by the Holders of the Securities or any such underwriter, attorney,
 accountant or agent in connection with the Shelf Registration Statement, in
 each case, as shall be reasonably necessary to enable such persons, to
 conduct a reasonable investigation within the meaning of Section 11 of the
 Securities Act; provided, however, that the foregoing inspection and
 information gathering shall be coordinated by one counsel designated by and
 on behalf of such parties as described in Section 4 hereof. 

 
	
  

 	
  

 
	
  

 	
           (q)
 If a Registered Exchange Offer is to be consummated, upon delivery of the
 Initial Securities by Holders to the Company (or to such other Person as
 directed by the Company) in exchange for the Exchange Securities, the Company
 shall mark, or caused to be marked, on the Initial Securities so exchanged
 that such Initial Securities are being canceled in exchange for the Exchange
 Securities; in no event shall the Initial Securities be marked as paid or
 otherwise satisfied. 

 
	
  

 	
  

 
	
  

 	
           (r)
 The Company will use its reasonable best efforts to (a) if the Initial
 Securities have been rated prior to the initial sale of such Initial
 Securities, confirm such ratings will apply to the Securities covered by a
 Registration Statement, or (b) if the Initial Securities were not previously
 rated, cause the Securities covered by a Registration Statement to be rated
 with the appropriate rating agencies, if so requested by Holders of a
 majority in aggregate principal amount of Securities covered by such
 Registration Statement, or by the managing underwriters, if any. 

 
	
  

 	
  

 
	
  

 	
           (s)
 In the event that any broker-dealer registered under the Exchange Act shall
 underwrite any Securities or participate as a member of an underwriting
 syndicate or selling group or “assist in the distribution” (within the
 meaning of the Conduct Rules (the “Rules”) of the Financial Industry
 Regulatory Authority (“FINRA”)) thereof, whether as a Holder of such
 Securities or as an underwriter, a placement or sales agent or a broker or
 dealer in respect thereof, or otherwise, the Company will assist such broker-
 

 


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 dealer
 in complying with the requirements of such Rules, including, without
 limitation, by (i) if such Rules, including Rule 5121, shall so require,
 engaging a “qualified independent underwriter” (as defined in Rule 5121) to
 participate in the preparation of the Registration Statement relating to such
 Securities, to exercise usual standards of due diligence in respect thereto
 and, if any portion of the offering contemplated by such Registration
 Statement is an underwritten offering or is made through a placement or sales
 agent, to recommend the yield of such Securities, (ii) indemnifying any such
 qualified independent underwriter to the extent of the indemnification of
 underwriters provided in Section 5 hereof and (iii) providing such
 information to such broker-dealer as may be required in order for such
 broker-dealer to comply with the requirements of the Rules.

 
	
  

 	
  

 
	
  

 	
           (t)
 The Company shall use its reasonable best efforts to take all other steps
 necessary to effect the registration of the Securities covered by a
 Registration Statement contemplated hereby. 

 


          4.
Registration Expenses. The
Company shall bear all fees and expenses incurred in connection with the
performance of its obligations under Sections 1 through 3 hereof (including the
reasonable fees and expenses, if any, of Skadden, Arps, Slate, Meagher &
Flom LLP, counsel for the Dealer Managers, not to exceed $25,000 incurred in
connection with the Registered Exchange Offer), whether or not the Registered
Exchange Offer or a Shelf Registration is filed or becomes effective, and, in
the event of a Shelf Registration, shall bear or reimburse the Holders of the
Securities covered thereby for the reasonable fees and disbursements of one
firm of counsel designated by the Holders of a majority in principal amount of
the Initial Securities covered thereby to act as counsel for the Holders of the
Initial Securities in connection therewith. 


          5.
Indemnification. (a) The Company
agrees to indemnify and hold harmless each Holder of the Securities, any
Participating Broker-Dealer and each person, if any, who controls such Holder
or such Participating Broker-Dealer within the meaning of the Securities Act or
the Exchange Act (each Holder, any Participating Broker-Dealer and such
controlling persons are referred to collectively as the “Indemnified Parties”)
from and against any losses, claims, damages or liabilities, joint or several,
or any actions in respect thereof (including, but not limited to, any losses,
claims, damages, liabilities or actions relating to purchases and sales of the
Securities) to which each Indemnified Party may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus or “issuer free writing prospectus,” as
defined in Commission Rule 433 (“Issuer FWP”), relating to a Shelf
Registration, or arise out of, or are based upon, the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall reimburse,
as incurred, the Indemnified Parties for any reasonable and documented legal or
other expenses incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action in respect thereof; provided,
however, that the Company shall not be liable in any such case to the extent
that such loss, claim, damage or liability arises out of or is based upon any
untrue statement or alleged untrue statement or omission or alleged omission
made in a Registration Statement or prospectus or in any amendment or
supplement thereto or in any preliminary prospectus or Issuer FWP relating to a
Shelf Registration in reliance upon and
in conformity with written information pertaining to such Holder and furnished
to the Company by or on behalf of such Holder specifically for inclusion
therein; provided further, however, that this indemnity agreement will be in
addition to any liability which the Company may otherwise have to such
Indemnified Party. The Company shall also indemnify underwriters, their
officers and directors and each person who controls such underwriters within
the meaning of the Securities Act or the Exchange Act to the same extent as
provided above with respect to the indemnification of the Holders of the
Securities if requested by such Holders. 


	
  

 	
  

 
	
  

 	
           (b)
 Each Holder of the Securities, severally and not jointly, will indemnify and
 hold harmless the Company and each person, if any, who controls the Company
 within the meaning of the Securities Act or the Exchange Act from and against
 any losses, claims, damages or liabilities or any actions in respect thereof,
 to which the Company or any such controlling person may become subject under
 the Securities Act, the Exchange Act or otherwise, insofar as such losses,
 claims, damages, liabilities or actions arise out of or are based upon any
 untrue statement or alleged untrue statement of a material fact contained in
 a Registration Statement or prospectus or in any amendment or supplement
 thereto or in any preliminary 

 


8









	
  

 	
  

 
	
  

 	
 prospectus
 or Issuer FWP relating to a Shelf Registration, or arise out of or are based
 upon the omission or alleged omission to state therein a material fact
 necessary to make the statements therein not misleading, but in each case
 only to the extent that the untrue statement or omission or alleged untrue
 statement or omission was made in reliance upon and in conformity with written
 information pertaining to such Holder and furnished to the Company by or on
 behalf of such Holder specifically for inclusion therein; and, subject to the
 limitation set forth immediately preceding this clause, shall reimburse, as
 incurred, the Company for any legal or other expenses reasonably incurred by
 the Company or any such controlling person in connection with investigating
 or defending any loss, claim, damage, liability or action in respect thereof.
 This indemnity agreement will be in addition to any liability which such
 Holder may otherwise have to the Company or any of its controlling persons.

 
	
  

 	
  

 
	
  

 	
           (c)
 Promptly after receipt by an indemnified party under this Section 5 of notice
 of the commencement of any action, such indemnified party will, if a claim in
 respect thereof is to be made against the indemnifying party under this
 Section 5, notify the indemnifying party in writing of the commencement
 thereof; but the failure so to notify the indemnifying party (i) will not
 relieve it from liability under paragraph (a) or (b) above unless and to the
 extent it did not otherwise learn of such action and such failure results in
 the forfeiture by the indemnifying party of substantial rights and defenses
 and (ii) will not, in any event, relieve the indemnifying party from any
 obligations to any indemnified party other than the indemnification
 obligation provided in paragraph (a) or (b) above. The indemnifying party
 shall be entitled to appoint counsel of the indemnifying party’s choice at
 the indemnifying party’s expense to represent the indemnified party in any
 action for which indemnification is sought (in which case the indemnifying
 party shall not thereafter be responsible for the fees and expenses of any
 separate counsel retained by the indemnified party or parties except as set
 forth below); provided, however, that such counsel shall be satisfactory to
 the indemnified party. Notwithstanding the indemnifying party’s election to
 appoint counsel to represent the indemnified party in an action, the
 indemnified party shall have the right to employ separate counsel (including
 local counsel), and the indemnifying party shall bear the reasonable fees,
 costs and expenses of such separate counsel if (i) the use of counsel chosen
 by the indemnifying party to represent the indemnified party would present
 such counsel with a conflict of interest, (ii) the actual or potential
 defendants in, or targets of, any such action include both the indemnified
 party and the indemnifying party and the indemnified party shall have
 reasonably concluded that there may be legal defenses available to it and/or
 other indemnified parties that are different from or additional to those
 available to the indemnifying party, (iii) the indemnifying party shall not
 have employed counsel satisfactory to the indemnified party to represent the
 indemnified party within a reasonable time after notice of the institution of
 such action or (iv) the indemnifying party shall authorize the indemnified
 party to employ separate counsel at the expense of the indemnifying party. An
 indemnifying party will not, without the prior written consent of the
 indemnified parties, settle or compromise or consent to the entry of any
 judgment with respect to any pending or threatened claim, action, suit or proceeding
 in respect of which indemnification or contribution may be sought hereunder
 (whether or not the indemnified parties are actual or potential parties to
 such claim or action) unless such settlement, compromise or consent includes
 an unconditional release of each indemnified party from all liability arising
 out of such claim, action, suit or proceeding and does not include a
 statement as to, or an admission of, fault, culpability or a failure to act
 by or on behalf of an indemnified party. 

 
	
  

 	
  

 
	
  

 	
           (d)
 If the indemnification provided for in this Section 5 is unavailable or
 insufficient to hold harmless an indemnified party under subsections (a) or
 (b) above, then each indemnifying party shall contribute to the amount paid
 or payable by such indemnified party as a result of the losses, claims,
 damages or liabilities (or actions in respect thereof) referred to in
 subsection (a) or (b) above (i) in such proportion as is appropriate to
 reflect the relative benefits received by the indemnifying party or parties
 on the one hand and the indemnified party on the other from the exchange of
 the Securities, pursuant to the Registered Exchange Offer, or (ii) if the
 allocation provided by the foregoing clause (i) is not permitted by
 applicable law, in such proportion as is appropriate to reflect not only the
 relative benefits referred to in clause (i) above but also the relative fault
 of the indemnifying party or parties on the one hand and the indemnified
 party on the other in connection with the statements or omissions that
 resulted in such losses, claims, damages or liabilities (or actions in
 respect thereof) as well as any other relevant equitable 

 


9







	
  

 	
  

 	
  

 
	
  

 	
 considerations.
 The relative fault of the parties shall be determined by reference to, among
 other things, whether the untrue or alleged untrue statement of a material
 fact or the omission or alleged omission to state a material fact relates to
 information supplied by the Company on the one hand or such Holder or such
 other indemnified party, as the case may be, on the other, and the parties’
 relative intent, knowledge, access to information and opportunity to correct
 or prevent such statement or omission. The amount paid by an indemnified
 party as a result of the losses, claims, damages or liabilities referred to
 in the first sentence of this subsection (d) shall be deemed to include any
 legal or other expenses reasonably incurred by such indemnified party in
 connection with investigating or defending any action or claim which is the
 subject of this subsection (d). Notwithstanding any other provision of this
 Section 5(d), the Holders of the Securities shall not be required to
 contribute any amount in excess of the amount by which the net proceeds
 received by such Holders from the sale of the Securities pursuant to a
 Registration Statement exceeds the amount of damages which such Holders have
 otherwise been required to pay by reason of such untrue or alleged untrue
 statement or omission or alleged omission. No person guilty of fraudulent
 misrepresentation (within the meaning of Section 11(f) of the Securities Act)
 shall be entitled to contribution from any person who was not guilty of such
 fraudulent misrepresentation. For purposes of this paragraph (d), each
 person, if any, who controls such indemnified party within the meaning of the
 Securities Act or the Exchange Act shall have the same rights to contribution
 as such indemnified party and each person, if any, who controls the Company
 within the meaning of the Securities Act or the Exchange Act shall have the same
 rights to contribution as the Company. 

 
	
  

 	
  

 
	
  

 	
           (e)
 The agreements contained in this Section 5 shall survive the sale of the
 Securities pursuant to a Registration Statement and shall remain in full
 force and effect, regardless of any termination or cancellation of this
 Agreement or any investigation made by or on behalf of any indemnified party.
 

 
	
  

 	
  

 
	
           6.
 Additional Interest Under Certain
 Circumstances. (a) Additional interest (the “Additional Interest”)
 with respect to the Initial Securities shall be assessed as follows if any of
 the following events occur (each such event in clauses (i) through (iv) below
 a “Registration Default”: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i)
 If by May 2, 2013, neither the Exchange Offer Registration Statement nor a
 Shelf Registration Statement has been filed with the Commission; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)
 If by July 1, 2013, the Exchange Offer Registration Statement has not been
 declared effective; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii)
 If by August 30, 2013, neither the Registered Exchange Offer is consummated
 nor, if required in lieu thereof, the Shelf Registration Statement has become
 effective; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iv)
 If after either the Exchange Offer Registration Statement or the Shelf
 Registration Statement becomes effective (A) such Registration Statement
 thereafter ceases to be or is not effective; or (B) such Registration
 Statement or the related prospectus ceases to be or is not usable (except as
 permitted in paragraph (b)) in connection with resales of Transfer Restricted
 Securities during the periods specified herein because either (1) any event
 occurs as a result of which the related prospectus forming part of such
 Registration Statement would include any untrue statement of a material fact
 or omit to state any material fact necessary to make the statements therein
 in the light of the circumstances under which they were made not misleading,
 (2) it shall be necessary to amend such Registration Statement or supplement
 the related prospectus, to comply with the Securities Act or the Exchange Act
 or the respective rules thereunder, or (3) such Registration Statement is a
 Shelf Registration Statement that has expired before a replacement Shelf
 Registration Statement has become effective, in each case following July 1,
 2013. 

 



Additional Interest shall
accrue on the Initial Securities over and above the interest set forth in the
title of the Securities from and including the date on which any such
Registration Default shall occur to but excluding the date on which all such
Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional
0.25% per


10





annum from and during any period in which a Registration Default has
continued for more than 90 days, up to a maximum rate of 0.50% per annum. In no
event will Additional Interest accrue on the Initial Securities at a rate
exceeding 0.50% per annum. 


	
  

 	
  

 
	
  

 	
           (b)
 A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed
 not to have occurred and be continuing in relation to a Shelf Registration
 Statement or the related prospectus if (i) such Registration Default has
 occurred solely as a result of (x) the filing of a post-effective amendment
 to such Shelf Registration Statement to incorporate annual audited financial
 information with respect to the Company where such post-effective amendment
 is not yet effective and needs to be declared effective to permit Holders to
 use the related prospectus or (y) other material events, with respect to the
 Company that would need to be described in such Shelf Registration Statement
 or the related prospectus and (ii) in the case of clause (y), the Company is
 proceeding promptly and in good faith to amend or supplement such Shelf
 Registration Statement and related prospectus to describe such events;
 provided, however, that in any case if such Registration Default occurs for a
 period in excess of 90 days (whether or not consecutive) during any 365 day
 period Additional Interest shall be payable in accordance with the above
 paragraph from the day such Registration Default occurs until such
 Registration Default is cured. 

 
	
  

 	
  

 
	
  

 	
           (c)
 Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or
 (iv) of Section 6(a) above will be payable in cash on the regular interest
 payment dates with respect to the Initial Securities. The amount of
 Additional Interest will be determined by multiplying the applicable
 Additional Interest rate by the principal amount of the Initial Securities,
 multiplied by a fraction, the numerator of which is the number of days such
 Additional Interest rate was applicable during such period (determined on the
 basis of a 360-day year comprised of twelve 30-day months), and the
 denominator of which is 360. 

 
	
  

 	
  

 
	
  

 	
           (d)
 “Transfer Restricted Securities” means each Security until (i) the date on
 which such Transfer Restricted Security has been exchanged by a person other
 than a broker-dealer for a freely transferable Exchange Security in the
 Registered Exchange Offer, (ii) following the exchange by a broker-dealer in
 the Registered Exchange Offer of a Initial Security for an Exchange Note, the
 date on which such Exchange Note is sold to a purchaser who receives from
 such broker-dealer on or prior to the date of such sale a copy of the
 prospectus contained in the Exchange Offer Registration Statement, (iii) the
 date on which such Initial Security has been effectively registered under the
 Securities Act and disposed of in accordance with the Shelf Registration
 Statement or (iv) the date on which such Initial Securities is distributed to
 the public pursuant to Rule 144 under the Securities Act or is saleable
 pursuant to Rule 144 under the Securities Act by a person that is not an
 affiliate of the Company without regard to volume, manner of sale or current
 public information requirements. 

 


          7.
Rules 144 and 144A. The Company
shall use its reasonable best efforts to file the reports required to be filed
by it under the Securities Act and the Exchange Act in a timely manner and, if
at any time the Company is not required to file such reports, it will, upon the
request of any Holder of Initial Securities, make publicly available other
information so long as necessary to permit sales of their securities pursuant
to Rules 144 and 144A. The Company covenants that it will take such further action
as any Holder of Initial Securities may reasonably request, all to the extent
required from time to time to enable such Holder to sell Initial Securities
without registration under the Securities Act within the limitation of the
exemptions provided by Rules 144 and 144A (including the requirements of Rule
144A(d)(4)). The Company will provide a copy of this Agreement to prospective
purchasers of Initial Securities identified to the Company by the
Representative upon request. Upon the request of any Holder of Initial
Securities, the Company shall deliver to such Holder a written statement as to
whether it has complied with such requirements. Notwithstanding the foregoing,
nothing in this Section 7 shall be deemed to require the Company to register
any of its securities pursuant to the Exchange Act. 


          8.
Underwritten Registrations. If
any of the Transfer Restricted Securities covered by any Shelf Registration are
to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will administer the offering (“Managing
Underwriters”) will be selected by the Holders of a majority in aggregate
principal amount of such Transfer Restricted Securities to be included in such
offering and shall be reasonably satisfactory to the Company. 


11





          No
person may participate in any underwritten registration hereunder unless such
person (i) agrees to sell such person’s Transfer Restricted Securities on the
basis reasonably provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements. 


          9.
Miscellaneous. 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (a)
 Amendments and Waivers. The
 provisions of this Agreement may not be amended, modified or supplemented,
 and waivers or consents to departures from the provisions hereof may not be
 given, except by the Company and the written consent of the Holders of a
 majority in principal amount of the Securities affected by such amendment,
 modification, supplement, waiver or consents. 

 
	
  

 	
  

 
	
  

 	
           (b)
 Notices. All notices and other
 communications provided for or permitted hereunder shall be made in writing
 by hand delivery, first-class mail, facsimile transmission, or air courier
 which guarantees overnight delivery: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
                     (1)
 if to a Holder of the Securities, at the most current address given by such
 Holder to the Company.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
                     (2)
 if to the Dealer Managers;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Credit Suisse Securities
 (USA) LLC

 Eleven Madison Avenue

 New York, NY 10010-3629

 Fax No.: (212) 325-4296

 Attention: LCD-IBD Group

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
           with
 a copy to:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Skadden, Arps, Slate,
 Meagher & Flom LLP

 Four Times Square

 New York, NY 10036-6522

 Fax No.: (212) 735-2000

 Attention: Richard Aftanas, Esq.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
                     (3)
 if to the Company, at its address as follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 American Express Company

 200 Vesey Street

 New York, NY 10080

 Fax No.: (212) 640-0405

 Attention: Treasury

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
           with
 a copy to:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Cleary Gottlieb Steen
 & Hamilton LLP

 One Liberty Plaza

 New York, NY 10006

 Fax No.: (212) 225-3999

 Attention: Leslie N. Silverman, Esq.

 



          All
such notices and communications shall be deemed to have been duly given: at the
time delivered by hand, if personally delivered; three business days after
being deposited in the mail, postage prepaid, if mailed; when


12





receipt is acknowledged by
recipient’s facsimile machine operator, if sent by facsimile transmission; and
on the day delivered, if sent by overnight air courier guaranteeing next day
delivery. 


	
  

 	
  

 
	
  

 	
           (c)
 No Inconsistent Agreements. The
 Company has not, as of the date hereof, entered into, nor shall it, on or
 after the date hereof, enter into, any agreement with respect to its
 securities that is inconsistent with the rights granted to the Holders herein
 or otherwise conflicts with the provisions hereof. 

 
	
  

 	
  

 
	
  

 	
           (d)
 Successors and Assigns. This
 Agreement shall be binding upon the Company and its successors and assigns. 

 
	
  

 	
  

 
	
  

 	
           (e)
 Counterparts. This Agreement
 may be executed in any number of counterparts and by the parties hereto in
 separate counterparts, each of which when so executed shall be deemed to be
 an original and all of which taken together shall constitute one and the same
 agreement. 

 
	
  

 	
  

 
	
  

 	
           (f)
 Headings. The headings in this
 Agreement are for convenience of reference only and shall not limit or
 otherwise affect the meaning hereof. 

 
	
  

 	
  

 
	
  

 	
           (g)
 Governing Law. THIS AGREEMENT
 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
 OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. 

 
	
  

 	
  

 
	
  

 	
           (h)
 Severability. If any one or
 more of the provisions contained herein, or the application thereof in any
 circumstance, is held invalid, illegal or unenforceable, the validity,
 legality and enforceability of any such provision in every other respect and
 of the remaining provisions contained herein shall not be affected or
 impaired thereby. 

 
	
  

 	
  

 
	
  

 	
           (i)
 Securities Held by the Company.
 Whenever the consent or approval of Holders of a specified percentage of principal
 amount of Securities is required hereunder, Securities held by the Company or
 its affiliates (other than subsequent Holders of Securities if such
 subsequent Holders are deemed to be affiliates solely by reason of their
 holdings of such Securities) shall not be counted in determining whether such
 consent or approval was given by the Holders of such required percentage. 

 
	
  

 	
  

 
	
  

 	
           (j)
 Submission to Jurisdiction; Waiver of
 Immunities. By the execution and delivery of this Agreement, the
 Company submits to the nonexclusive jurisdiction of the Federal and State
 courts in the Borough of Manhattan in the City of New York in any suit or
 proceeding arising out of or relating to this Agreement or the transactions
 contemplated hereby. To the extent that the Company may acquire any immunity
 from jurisdiction of any court or from any legal process (whether through
 service of notice, attachment prior to judgment, attachment in aid of
 execution, execution or otherwise) with respect to itself or its property, it
 hereby irrevocably waives such immunity in respect of this Agreement, to the
 fullest extent permitted by law. 

 


13







          If the
foregoing is in accordance with your understanding of our agreement, please
sign and return to the Company a counterpart hereof, whereupon this instrument,
along with all counterparts, will become a binding agreement among the Dealer
Managers and the Company in accordance with its terms.


	
  

 	
  

 	
  

 
	
  

 	
 Very truly
 yours,

 
	
  

 	
  

 	
  

 
	
  

 	
 AMERICAN EXPRESS COMPANY

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
   /s/ DAVID L.
 YOWAN

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
   Name: David
 L. Yowan

 
	
  

 	
  

 	
   Title:
 Treasurer

 












The foregoing
Registration

Rights Agreement is hereby confirmed

and accepted as of the date first

above written.


	
  

 	
  

 	
  

 
	
 CREDIT SUISSE SECURITIES (USA) LLC

 	
  

 
	
  

 	
  

 	
  

 
	
 By:

 	
 /s/BEN OREN

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Name: Ben
 Oren

 	
  

 
	
  

 	
 Title:
 Managing Director

 	
  

 













	
  
 	
  
 	
  
 
	
 MERRILL
 LYNCH, PIERCE, FENNER & SMITH
 	
  
 
	
 INCORPORATED
 	
  
 
	
  
 	
  
 	
  
 
	
 By: 
 	
   /s/DAVID
 SCOTT
 	
  
 
	
  
 	

 
 	
  
 
	
  
 	 Name: David
 Scott
	
  
 
	
  
 	 Title:
 Director
	
  
 













	
  

 	
  

 	
  

 
	
 CITIGROUP
 GLOBAL MARKETS INC.

 	
  

 
	
  

 	
  

 	
  

 
	
 By:

 	
 /s/JACK D.
 MCSPADDEN, JR.

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Name: Jack
 D. McSpadden, Jr.

 	
  

 
	
  

 	
 Title:
 Managing Director

 	
  

 










DEUTSCHE BANK SECURITIES INC.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ANGUEL
 ZAPRIANOV

 	
  

 	
 By:

 	
 /s/ADAM
 RAUCHER

 
	
  

 	

 


 	
  

 	
  

 	

 


 
	
  

 	
 Name: Anguel
 Zaprianov

 	
  

 	
  

 	
 Name: Adam
 Raucher

 
	
  

 	
 Title:
 Managing Director

 	
  

 	
  

 	
 Title:
 Director

 










HSBC SECURITIES (USA) INC.


	
  

 	
  

 	
  

 
	
 By:

 	
 /s/DIANE M.
 KENNA

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Name: Diane
 M. Kenna

 	
  

 
	
  

 	
 Title:
 Senior Vice President

 	
  

 










MITSUBISHI UFJ SECURITIES (USA), INC.


	
  

 	
  

 	
  

 
	
 By:

 	
 /s/RICHARD
 TESTA

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Name:
 Richard Testa

 	
  

 
	
  

 	
 Title:
 Managing Director

 	
  

 










UBS SECURITIES LLC


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
 /s/SCOTT
 YEAGER

 	
  

 	
 By:

 	
 /s/MEHDI
 MANII

 
	
  

 	

 


 	
  

 	
  

 	

 


 
	
  

 	
 Name: Scott
 Yeager

 	
  

 	
  

 	
 Name: Mehdi
 Manii

 
	
  

 	
 Title:
 Managing Director

 	
  

 	
  

 	
 Title:
 Associate Director

 










WELLS FARGO SECURITIES, LLC


	
  

 	
  

 	
  

 
	
 By:

 	
 /s/JEREMY
 SCHWARTZ

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Name: Jeremy
 Schwartz

 	
  

 
	
  

 	
 Title:
 Director

 	
  

 









ANNEX A 


          Each
broker-dealer that receives Exchange Securities for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities. The Letter of Transmittal
states that by so acknowledging and by delivering a prospectus, a broker-dealer
will not be deemed to admit that it is an “underwriter” within the meaning of
the Securities Act. This Prospectus, as it may be amended or supplemented from
time to time, may be used by a broker-dealer in connection with resales of
Exchange Securities received in exchange for Initial Securities where such
Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration Date (as defined herein),
it will make this Prospectus available to any broker-dealer for use in
connection with any such resale. See “Plan of Distribution.” 






ANNEX B 


          Each
broker-dealer that receives Exchange Securities for its own account in exchange
for Securities, where such Initial Securities were acquired by such
broker-dealer as a result of market-making activities or other trading activities,
must acknowledge that it will deliver a prospectus in connection with any
resale of such Exchange Securities. See “Plan of Distribution.” 






ANNEX C 


PLAN OF DISTRIBUTION


          Each
broker-dealer that receives Exchange Securities for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as
a result of market-making activities or other trading activities. The Company
has agreed that, for a period of 180 days after the Expiration Date, it will
make this prospectus, as amended or supplemented, available to any
broker-dealer for use in connection with any such resale. In addition, until [•], all dealers effecting transactions in
the Exchange Securities may be required to deliver a prospectus.(1) 


          The
Company will not receive any proceeds from any sale of Exchange Securities by
broker-dealers. Exchange Securities received by broker-dealers for their own
account pursuant to the Exchange Offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the Exchange Securities or a combination of
such methods of resale, at market prices prevailing at the time of resale, at
prices related to such prevailing market prices or negotiated prices. Any such
resale may be made directly to purchasers or to or through brokers or dealers
who may receive compensation in the form of commissions or concessions from any
such broker-dealer or the purchasers of any such Exchange Securities. Any
broker-dealer that resells Exchange Securities that were received by it for its
own account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such Exchange Securities may be deemed to be
an “underwriter” within the meaning of the Securities Act and any profit on any
such resale of Exchange Securities and any commission or concessions received
by any such persons may be deemed to be underwriting compensation under the Securities
Act. The Letter of Transmittal states that, by acknowledging that it will
deliver and by delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an “underwriter” within the meaning of the Securities Act. 


          For
a period of 180 days after the Expiration Date the Company will promptly send
additional copies of this Prospectus and any amendment or supplement to this
Prospectus to any broker-dealer that requests such documents in the Letter of
Transmittal. The Company has agreed to pay all expenses incident to the
Exchange Offer (including the expenses of one counsel for the Holders of the
Securities) other than commissions or concessions of any brokers or dealers and
will indemnify the Holders of the Securities (including any broker-dealers)
against certain liabilities, including liabilities under the Securities Act. 


	
  

 	
  

 	
  

 
	

 


 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  (1) In addition, the legend required by Item
 502(e) of Regulation S-K will appear on the back cover page of the Exchange
 Offer prospectus. 

 









ANNEX D 


          CHECK
HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE
PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
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If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
Exchange Securities. If the undersigned is a broker-dealer that will receive
Exchange Securities for its own account in exchange for Initial Securities that
were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus in connection
with any resale of such Exchange Securities; however, by so acknowledging and
by delivering a prospectus, the undersigned will not be deemed to admit that it
is an “underwriter” within the meaning of the Securities Act.