EXHIBIT 4.7


AMERICAN EXPRESS COMPANY


4.050% Senior Notes due 2042


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 4.050% senior notes due 2042 (the “Initial Securities”) and cash for any
and all of its issued and outstanding 8.150%senior notes due 2038. 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

 


2









	
  

 	
  

 
	
  

 	
           (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.

 


3









	
  

 	
  

 
	
  

 	
           (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):

 


4









	
  

 	
  

 
	
  

 	
           (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 

 


5









	
  

 	
  

 
	
  

 	
 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 

 


6









	
  

 	
  

 
	
  

 	
 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-

 


7









	
  

 	
  

 
	
  

 	
 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.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Name: 

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Address:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 


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.