UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-K[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OFTHE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2007OR[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OFTHE SECURITIES EXCHANGE ACT OF 1934For the transition period from _____to _____Commission File No. 1-6908AMERICAN EXPRESS CREDIT CORPORATION(Exact name of Registrant as specified in its charter)

|Delaware                                                                          |  | 11-1988350                                  
|--------------------------------------------------------------------------------- |  | --------------------------------------------
|(State or other jurisdiction
        of                                           |  | (I.R.S. Employer
        Identification No.)
|incorporation or organization)                                                    |  |                                             
|                                                                                 
|One Christina Centre,
          301 North Walnut Street                           |  |                                             
|Suite 1002, Wilmington,
          Delaware                                        |  | 19801-2919                                  
|(Address of principal executive
        offices)                                  |  | (Zip Code)                                  
|Registrants
        telephone number including area code:(302)
        594-3350.
|                                                                                 
|Securities registered
          pursuant to Section 12 (b) of the Act:            |  |                                             
|                                                                                  |  | Name of
          each exchange             
|Title
            of each class                                                   |  | on which registered                         
|Floating Rate Notes, Series
        C                                             |  | New York Stock Exchange                     
|due June 16, 2011                                                                 |  |                                             

Securities registered pursuant to Section 12 (g) of the Act:None.

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes X No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes  NoX

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.Yes X No

Indicate by check mark if disclosure
    of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
    herein, and will not be contained, to the best of the registrants knowledge,
    in definitive proxy or information statements incorporated by reference in
    Part III of this Form 10-K or any amendment to this Form 10-K. X

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


|Large accelerated filer | Accelerated filer        
|----------------------- | -------------------------
|Non-accelerated filerX  | Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes  NoXAmerican Express Company, through a wholly-owned subsidiary, owns all of the outstanding common stock of the registrant. Accordingly, there is no market for the registrants common stock. At March 4, 2008, 1,504,938 shares
were outstanding.

Documents incorporated by reference:None

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PART I

|Item 1. | BUSINESS
|------- | --------

Introduction

American Express Credit Corporation (Credco) was incorporated in Delaware in 1962 and was acquired by American Express Company (American Express) in December 1965. On January 1, 1983, Credco became a wholly-owned subsidiary
of American Express Travel Related Services Company, Inc. (TRS), a wholly-owned subsidiary of American Express.

Credco is primarily engaged in the business of financing non-interest-bearing cardmember receivables arising from the use of the American Express®card, the American Express®Gold card, Platinum card®,
Corporate card and other American Express cards issued in the United States, and in designated currencies outside the United States. Credco also purchases certain interest-bearing and discounted revolving loans and extended payment plan
receivables comprised of American Express credit cards and Sign & Travel®, although interest-bearing and revolving loans are primarily funded by subsidiaries
of TRS other than Credco. American Express charge cards and American Express credit cards are collectively referred to herein as the Card.

American Express Card Business

American Express is a world leader in providing charge and credit cards to consumers, small businesses and corporations. These cards include cards issued by American Express as well as cards issued by third-party banks and
other institutions that are accepted on the American Express network. American Express various products and services are sold globally to diverse customer groups, including consumers, small businesses, middle-market companies, large
corporations, and banking and financial institutions. As a merchant processor, TRS accepts and processes from each participating establishment the charges arising from cardmember purchases at a discount that is principally determined by the value
that is delivered to the service establishment and generally includes a premium over other card networks. Value is delivered to the service establishment through higher spending cardmembers relative to competing card networks, the volume of spending
by all cardmembers, marketing programs and the cardmembers insistence on using their cards when enrolled in rewards or other card loyalty programs. When establishing the discount rate, consideration is also given to a number of other factors,
such as industry specific requirements, estimated charge volume and payment terms.

The charge card, which is marketed in the United States and many other countries and carries no preset spending limit, is primarily designed as a method of payment and not as a means of financing purchases of goods or
services. Charges are approved based on a variety of factors including a cardmembers account history, credit record and personal resources. Charge cards generally require payment by the cardmember of the full amount billed each month, and no
finance charges are assessed. Charge card accounts that are past due are subject, in most cases, to a delinquency assessment and, if not brought to current status, may be cancelled. TRS and its licensees also offer a variety of revolving credit
cards marketed in the United States and other countries. These cards have a range of payment terms, grace periods and rate and fee structures.

The American Express card businesses are subject to extensive regulations in the United States, as well as in foreign jurisdictions. In the United States, the business is subject to a number of federal laws and regulations,
including:

- the Equal Credit Opportunity Act (which generally prohibits discrimination in the granting and handling of credit);
- the Fair Credit Reporting Act and the Fair and Accurate Credit Transactions Act (which, among other things, regulates use by creditors of consumer credit reports and credit prescreening
    practices and requires certain disclosures when an application for credit is rejected);

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- the Truth in Lending Act (TILA) (which, among other things, requires extensive disclosure of the terms upon which credit is granted), including the amendments to TILA that were adopted
    through the enactment of the Fair Credit and Charge Card Disclosure Act (which mandates certain disclosures on credit and charge card applications);
- the Fair Credit Billing Act (which, among other things, regulates the manner in which billing inquiries are handled and specifies certain billing requirements); and
- the Electronic Funds Transfer Act (which regulates disclosures and settlement of transactions for electronic funds transfers including those at ATMs).

Certain federal privacy-related laws and regulations govern the collection and use of customer information by financial institutions. Federal legislation also regulates abusive debt collection practices. In addition, a
number of states, the European Union and many foreign countries have significant consumer credit protection, disclosure and privacy-related laws (in certain cases more stringent than the laws in the United States). The application of bankruptcy and
debtor relief laws affect Credco to the extent that such laws result in amounts owed being classified as delinquent and/or written-off as uncollectible. Card issuers and card networks are subject to anti-money laundering and anti-terrorism
legislation, including, in the United States, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act).

General Nature of Credcos Business

Credco generally purchases certain cardmember receivables and cardmember loans arising from the use of the card throughout the world pursuant to agreements (the Receivables Agreements) with TRS and certain of its
subsidiaries that issue the card (Card Issuers). Net income primarily depends on the volume of receivables arising from the use of the card purchased by Credco, the discount rates applicable thereto, the relationship of total discount to
Credcos interest expense and the collectibility of the receivables purchased. The average life and collectibility of accounts receivable generated by the use of the card are affected by factors such as general economic conditions, overall
levels of consumer debt and the number of new cards issued.

Credco generally purchases cardmember receivables and loans without recourse. Amounts resulting from unauthorized charges (for example, those made with a lost or stolen card) are excluded from the definition of receivables
and loans under the Receivables Agreements and are not eligible for purchase by Credco. If the unauthorized nature of the charge is discovered after purchase by Credco, the Card Issuer repurchases the charge from Credco.

Credco generally purchases non-interest and interest-bearing cardmember receivables at face amount less a specified discount, which is determined at the time of purchase based upon the nature of the receivables. The
discount rate applicable to purchases of new receivables is negotiated to reflect the changes in money market interest rates or significant changes in the collectibility of the receivables. New groups of cardmember receivables are generally
purchased net of reserve balances.

Cardmember loans, which include extended payment plan receivables, are primarily funded by subsidiaries of TRS other than Credco, although certain cardmember loans are purchased by Credco. These cardmember loans consist of
certain interest-bearing and discounted extended payment plan receivables comprised of American Express credit card, Sign & Travel®and Extended Payment
Option receivables.

As part of its receivables funding activities, Credco regularly reviews funding sources and strategies in international markets. Credco funds cardmember receivables and cardmember loans in Canada primarily through loans to
Amex Bank of Canada, the card issuer and a wholly-owned subsidiary of TRS, rather than through the purchase of receivables without recourse. In Australia, the United Kingdom and Germany, Credco funds cardmember receivables and cardmember loans by
acquiring such receivables and loans with recourse from the local card issuers,   which are wholly-owned subsidiaries of   TRS. These local funding

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strategies result in Credco recording additional loans to affiliates.
Beginning in 2007, Credco started a funding strategy in Mexico that will also result in additional loans to affiliates.

In conjunction with TRS securitization program, Credco, through its wholly-owned subsidiary, Credco Receivables Corporation (CRC), purchased participation interests from American Express Receivables Financing
  Corporation V LLC (RFC V), which is consolidated by TRS. The participation interests purchased represented the undivided interests in cardmember receivables transferred to the American Express Issuance Trust (AEIT) by TRS. TRS and its subsidiaries
  originated the receivables. AEIT is a non-qualifying special purpose entity that is consolidated by RFC V.

A subsidiary of TRS, as agent for Credco, underwrites the cardmember receivables and loans and thus establishes credit standards for cardmembers on Credcos
behalf. In addition, the subsidiary of TRS performs accounting, clerical and
other services necessary to bill and collect all cardmember receivables and loans
owned by Credco. The Receivables Agreements provide that, without prior written
notice to Credco, the credit standards used to determine whether a card is to
be issued to an applicant may not be materially reduced and that the policy as
to the cancellation of cards for credit reasons may not be materially liberalized.

American Express, as the parent of TRS, has agreed with Credco that it will take all necessary steps to assure performance of certain TRS obligations under the Receivables Agreements between TRS and Credco. The Receivables
Agreements may be terminated at any time by the parties thereto, generally upon little or no notice. The obligations of Credco are not guaranteed under the Receivables Agreements or otherwise by American Express or the Card Issuers.

Volume of Business

The following table shows the volume of all cardmember receivables and cardmember loans purchased by Credco during each of the years indicated, together with cardmember receivables and cardmember loans owned by Credco at
the end of such years (billions):

| |      |  | Volume of Gross                          |  |                                    
| | ---- |  | ---------------------------------------- |  | -----------------------------------
| |      |  | Receivables and
        Loans Purchased  |  | Receivables and
        Loans Owned
| |      |  | For
        the Years Ended December 31, |  | at
        December 31,            
| | Year |  | Domestic                                 |  | Foreign                            
| | 2007 |  | $262                                     |  | $31                                
| | 2006 |  | 251                                      |  | 30                                 
| | 2005 |  | 233                                      |  | 27                                 
| | 2004 |  | 189                                      |  | 51                                 
| | 2003 |  | 153                                      |  | 56                                 

The card business does not experience significant seasonal fluctuation,
although card billed business tends to be moderately higher in the fourth quarter than in other quarters.

Cardmember Receivables

At December 31, 2007 and 2006, Credco owned $26.3 billion and $27.6 billion of
cardmember receivables, respectively. Cardmember receivables represent amounts due from charge card customers and are recorded at the time they
     are  purchased  from the seller.  Included in  cardmember  receivables  are
CRCs  purchases of the  participation  interests from RFC V in conjunction
with TRS  securitization program. At December 31, 2007 and 2006, CRC owned
approximately  $5.7 billion and $8.2  billion,  respectively,  of  participation
interests purchased from RFC V. During the fourth quarter of 2007, CRC sold back
$2.0  billion,  net of reserve,  of gross  sellers  interest in the charge
cardmember  receivables to RFC V.  RFC V securitized $2.0 billion of charge
cardmember receivables through the transfer of those assets to AEIT, which in turn issued notes to
third-party investors collaterized by the transferred assets.

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|Years
        ended December 31, (Millions, except percentages) |  |   | 2007   |   |  |   | 2006   |   |  |   | 2005   |  
|--------------------------------------------------------------- |  | - | ------ | - |  | - | ------ | - |  | - | ------ | -
|Total cardmember receivables                                    |  | $ | 26,335 |   |  | $ | 27,593 |   |  | $ | 24,421 |  
|90 days past due as a % of
        total                        |  |   | 4.0    | % |  |   | 3.3    | % |  |   | 3.3    | %
|Loss reserves                                                   |  | $ | 831    |   |  | $ | 739    |   |  | $ | 671    |  
|as a %
        of receivables                                   |  |   | 3.2    | % |  |   | 2.7    | % |  |   | 2.7    | %
|as a %
        of 90 days past due                              |  |   | 77     | % |  |   | 80     | % |  |   | 84     | %
|Write-offs, net of recoveries                                   |  | $ | 658    |   |  | $ | 525    |   |  | $ | 579    |  
|Net write-off rate(1)                                           |  |   | 0.23   | % |  |   | 0.19   | % |  |   | 0.22   | %
|Average
        life of cardmember receivables (in days)(2)     |  |   | 34     |   |  |   | 32     |   |  |   | 32     |  

(1)Credcos write-offs, net of recoveries, expressed as a percentage of the volume of cardmember receivables purchased by Credco in each of
the years indicated.

(2)Represents the average life of cardmember receivables owned by Credco, based upon the ratio of the average amount of both billed and unbilled receivables owned by Credco at
the end of each month, during the years indicated, to the volume of cardmember receivables purchased by Credco.

Cardmember receivables owned at December 31, 2007 decreased approximately
$1.3 billion from December 31, 2006, as a result of lower consumer, small business
and corporate cardmember receivables purchased during 2007, as well as the effect
of  changing certain international funding strategies which resulted in a shift
in the mix of cardmember receivables and loans to affiliates. The cardmember
receivables purchased during 2007 increased approximately 4 percent from the
cardmember  receivables purchased during 2006, due to overall business growth.

Cardmember Loans

At December 31, 2007 and 2006, Credco owned cardmember loans totaling $403 million and $356 million, respectively. These loans consist of certain interest-bearing and discounted extended payment plan receivables comprised
principally of American Express credit card, Sign & Travel®and Extended Payment Option receivables. At December 31, 2007 and 2006, CRC did not own any participation interests in cardmember loans.

|Years
        ended December 31, (Millions, except percentages) |  |   | 2007 |   |  |   | 2006 |   |  |   | 2005 |  
|--------------------------------------------------------------- |  | - | ---- | - |  | - | ---- | - |  | - | ---- | -
|Total cardmember loans                                          |  | $ | 403  |   |  | $ | 356  |   |  | $ | 569  |  
|Past due cardmember loans
        as a % of total:              |  |   |      |   |  |   |      |   |  |   |      |  
|30-89 days                                                      |  |   | 5.4  | % |  |   | 5.9  | % |  |   | 4.9  | %
|90+ days                                                        |  |   | 2.7  | % |  |   | 2.1  | % |  |   | 1.4  | %
|Loss reserves                                                   |  | $ | 10   |   |  | $ | 10   |   |  | $ | 15   |  
|as a %
        of cardmember loans                              |  |   | 2.5  | % |  |   | 2.8  | % |  |   | 2.6  | %
|as a %
        of past due                                      |  |   | 31   | % |  |   | 35   | % |  |   | 41   | %
|Write-offs, net of recoveries                                   |  | $ | 8    |   |  | $ | 8    |   |  | $ | 21   |  
|Net
        write-off rate(1)                                   |  |   | 2.15 | % |  |   | 2.02 | % |  |   | 3.57 | %

(1)Credcos write-offs, net of recoveries, expressed as a percentage of the average amount of cardmember loans owned by Credco at the beginning of the year and at the end of
each month in each of the years indicated.

The $47 million increase in Credcos total owned cardmember loans in 2007 was primarily due to increased U.S. dollar denominated loan portfolios. The cardmember loans decrease of approximately 37 percent in 2006 from
2005, was primarily driven by Credcos sale of certain Hong Kong, New Zealand and United States loan portfolios.

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Loans to Affiliates

Credcos loans to affiliates represent fixed and floating rate interest-bearing intercompany borrowings by other wholly-owned TRS subsidiaries and American Express.

The components of loans to affiliates at December 31, were as follows:

|(Millions)                                         |  | 2007 |        | 2006
|-------------------------------------------------- |  | ---- | ------ | ----
|TRS Parent                                         |  | $    | -      |     
|TRS Subsidiaries:                                  |  |      |        |     
|American
        Express Australia Limited         |  |      | 3,897  |     
|American
        Express Services Europe Limited   |  |      | 3,659  |     
|Amex Bank
        of Canada                        |  |      | 2,664  |     
|American
        Express International, Inc.       |  |      | 535    |     
|American
        Express Co. (Mexico) S.A. De C.V. |  |      | 446    |     
|Total                                              |  | $    | 11,201 |     

Changes to certain international funding strategies have resulted in the transfer of receivables with recourse to Credco from certain TRS subsidiaries.  Prior to these funding strategy changes, Credco purchased the
cardmember receivables without recourse and recorded the receivables as cardmember receivables. These funding strategy changes resulted in Credco recording additional loans to affiliates that are collateralized by approximately $8 billion of the
underlying cardmember receivables transferred with recourse. In 2007, Credco started a similar funding strategy in Mexico that resulted in an increase in loans to affiliates. Beginning prospectively on September 30, 2007, certain cardmember
receivables were reclassified to loans to affiliates. The remaining increase in loans to affiliates was due to overall business growth. These increases in loans to affiliates were offset in part by the decrease in the loan to TRS Parent of $531 million,
which was repaid during the first quarter of 2007.

On February 26, 2008, Credco increased its loan to American Express International, Inc. by $323 million.

Sources of Funds

Credcos business is financed by short-term borrowings consisting principally of commercial paper, borrowings under bank credit facilities in certain international markets, and issuances of U.S. and non-U.S. dollar
long-term debt, as well as through operations and intercompany borrowings. The weighted average interest rates on an annual basis of all borrowings, after giving effect to commitment fees under lines of credit and the impact of interest rate swaps,
during the following years were:

|     | Weighted Average     
|---- | ---------------------
|Year | Interest
        Rate
|2007 | 5.26%                
|2006 | 4.63%                
|2005 | 3.63%                
|2004 | 2.98%                
|2003 | 3.46%                

See Notes 4 and 5 to the Consolidated Financial Statements for additional information about Credcos short-term and long-term debt, including lines of credit.

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Foreign Operations

See Notes 1, 7 and 13 to the Consolidated Financial Statements for information about Credcos foreign exchange translation and operations in different geographic regions.

Employees

At December 31, 2007, Credco had 23 employees.Item 1A.      RISK FACTORS

This section highlights specific risks that could affect Credco and its businesses. You should carefully consider each of the following risks and all of the other information set forth in this Annual Report on Form 10-K.
Based on the information currently known to Credco, we believe that the following information identifies the most significant risk factors affecting Credco. However, the risks and uncertainties Credco faces are not limited to those described below.
Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect Credcos business.

If any of the following risks and uncertainties develops into actual events or the circumstances described in the risks and uncertainties occur, these events or circumstances could have a material adverse effect on
Credcos business, financial condition or results of operations. These events could also have a negative effect on the trading price of Credcos securities.

The risk management policies and procedures of Credco and the Card Issuers may not be effective.

Credco and the Card Issuers must effectively manage credit risk related to consumer debt, business loans, merchant bankruptcies, the rate of bankruptcies and other credit trends which can affect spending on card products,
debt payments by individual and corporate customers and businesses that accept the Card Issuers products. Credit risk is the risk of loss from obligor or counterparty default. Credco and the Card Issuers are exposed to both consumer credit
risk, principally from Cardmember receivables and institutional credit risk. While consumer credit risk is more closely linked to general economic conditions than borrower-specific events like institutional credit risk, both expose Credco and the
Card Issuers to the risk of loss. Third parties may default on their obligations to Credco due to bankruptcy, lack of liquidity, operational failure or other reasons. Country, regional and political risks are components of credit risk. Rising
delinquencies and rising rates of bankruptcy are often precursors of future write-offs and may require Credco to increase its reserves for losses. Higher write-off rates and an increase in the reserve for losses may adversely affect Credcos
results of operations and may increase its cost of funds.

Although Credco and the Card Issuers make estimates to provide for credit losses in their respective outstanding portfolios of loans and receivables, these estimates may not be accurate. In addition, the information that
Credco and the Card Issuers use in managing credit risk may be inaccurate or incomplete. Although Credco and the Card Issuers regularly review their credit exposures to specific clients and counterparties and to specific
industries, countries and regions that they believe may present credit concerns, default risk may arise from events or circumstances that are difficult to foresee or detect, such as fraud. Credco and the Card Issuers may also fail to receive full
information with respect to the credit risks of their customers.

Credco must also effectively manage market risk to which it is exposed. Market risk represents the loss in value of portfolios and financial instruments due to adverse changes in market variables. Credco is exposed to
market risk from interest rates in the Card business. Changes in the interest rates at which we borrow and lend money affect the value of our assets and liabilities. If the rate of interest we pay on our borrowings increases more than the rate of
interest we earn on our loans to affiliates, our net income could fall. Credco



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must also accurately estimate the fair value of the assets in its investment portfolio and, in particular,
those investments that are not readily marketable.

Additionally, we must also effectively manage liquidity risk to which we are exposed.  Liquidity risk is defined as the inability to access cash and equivalents needed to meet business requirements and satisfy our
obligations. Liquidity risk is managed both at an aggregate Credco level and at American Express level in order to
ensure that sufficient funding and contingent liquidity resources are available in a stress event. If we are unsuccessful in managing our liquidity risk, we may maintain too much liquidity, which can be costly and limit financial flexibility, or we may be too illiquid, which could result in financial distress during a
liquidity event.

Finally, the Card Issuers must also manage the operational risks to which they are exposed. The Card Issuers consider operational risk to be the risk of not achieving their respective business objectives due to failed
processes, people or information systems, or from the external environment, such as natural disasters. Operational risks include the risk that they may not comply with specific regulatory or legal requirements, exposing us to fines and/or penalties
and possibly brand damage; employee error or intentional misconduct that results in a material financial misstatement; or a failure to monitor an outsourced partners compliance with a service level agreement, resulting in economic harm to us.

Although Credco and the Card Issuers have devoted significant resources to develop their risk management policies and procedures and expect to continue to do so in the future, their hedging strategies and other risk
management techniques may not be fully effective. See Item 7A Quantitative and Qualitative Disclosures about Market Risk for a discussion of the policies and procedures Credco uses to identify, monitor and manage risks. Management of credit, market
and operational risk requires, among other things, policies and procedures to record properly and verify a large number of transactions and events, and these policies and procedures may not be fully effective.

Credco is exposed to risks associated with fluctuations in foreign currency exchange rates and foreign exchange controls.

Credco generates a portion of its revenue from activities outside the United States, including by financing card receivables and loan receivables denominated in currencies other than the U.S. dollar. Revenues generated
outside the United States or denominated in currencies other than the U.S. dollar are subject to unpredictable and indeterminate fluctuations if the values of other currencies change relative to the U.S. dollar. Credcos risk management
activities provide protection with respect to adverse changes in the value of only a limited number of currencies. Furthermore, Credco or the Card Issuers may become subject to exchange control regulations that might restrict or prohibit the
conversion of their other revenue currencies into U.S. dollars. The occurrence of any of these events or circumstances could decrease revenues received from international operations and have a material adverse effect on their respective
businesses.

Credcos access to financing may be limited.

In general, the amount, type and cost of Credcos funding, including financing from other financial institutions and the capital markets, directly impacts its expense in operating its business and growing its assets
and therefore, can positively or negatively affect Credcos financial results. A number of factors could make such financing more difficult, more expensive or unavailable on any terms both domestically and internationally (where funding
transactions may be on terms more or less favorable than in the United States), including, but not limited to, financial results and losses, organizational changes, specific events that adversely impact Credcos or the Card Issuers
reputations, changes in the activities of the Card Issuers business partners, disruptions in the capital markets, specific events that adversely impact the financial services industry, counter-party availability, changes affecting
Credcos assets, Credcos corporate and regulatory structure, interest rate fluctuations, rating agencies actions, general economic conditions and the

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legal, regulatory, accounting and
    tax environments governing Credcos funding
  transactions.  Credcos ability to raise funds is strongly affected by the general state of the United States and world economies, and may become increasingly difficult due to economic and other factors. Also, Credco competes for funding with
  other financial institutions, some of which are publicly funded. Competition from these institutions may increase Credcos cost of funds.

Existing and proposed regulation in the areas of consumer privacy and data use and security could increase costs and decrease the number of charge and credit cards issued.

The Card Issuers are subject to regulations related to privacy and data use and security in the jurisdictions in which they do business, and they could be negatively impacted by these regulations. For example, in the United
States, TRS, American Express Centurion Bank (Centurion Bank) and American Express Bank, FSB (FSB) are subject to the Federal Trade Commissions information safeguards rule under the Gramm-Leach-Bliley Act. The rule requires that each financial
institution develop, implement and maintain a written, comprehensive information security program containing safeguards that are appropriate to the financial institutions size and complexity, the nature and scope of the financial
institutions activities, and the sensitivity of any customer information at issue. The heightened legislative and regulatory focus on data security, including requiring consumer notification in the event of a data breach, continues. In the
United States, there are a number of bills pending in Congress and there have been several Congressional hearings to address these issues. Congress will likely consider data security/data breach legislation in 2008 that, if implemented, could affect
the Card Issuers.

In addition, approximately 38 states, Puerto Rico and the District of Columbia have enacted security breach legislation, requiring varying levels of consumer notification in the event of a security breach, and several other
states are considering similar legislation. In addition, several states are considering legislation requiring certain data security standards that could result in higher technology costs which may increase our costs. Regulation of privacy, data use
and security in these and other jurisdictions may materially increase costs for issuing charge and credit cards and may decrease the number of cards issued, which could materially and adversely affect profitability. Failure to comply with the
privacy and data use and security laws and regulations to which the Card Issuers are subject could result in fines, sanctions and damage to the Card Issuers global reputation and brand.

Credco and its subsidiaries are dependent on the Card Issuers that generate receivables.

Credco and its subsidiaries are dependent on the Card Issuers that generate receivables. Credco and American Express Overseas Credit Corporation Limited (AEOCC), a wholly-owned subsidiary of Credco, are parties to asset
sale and purchase agreements relating to the purchase of receivables from the Card Issuers. These receivables agreements generally require that non-interest and interest-bearing receivables be purchased at discount rates that are negotiated and
determined at the time of purchase based upon the nature of the receivables. Credco and AEOCC are dependent upon these contractual arrangements. Lower levels of cardmember receivables and loans generated by the Card Issuers from which Credco and
AEOCC purchase receivables would result in a reduction in the level of finance operations and a reduction in revenues of Credco and AEOCC. American Express and TRS operations are independently subject to a variety of risk factors. The
outstanding debt and other securities of Credco and AEOCC are not obligations of American Express, TRS or its other subsidiaries.

Global economic, political and other conditions may adversely affect trends in consumer spending and in travel.

Credcos business depends heavily upon the overall level of spending using the American Express charge and credit cards, and we are not insulated from the effects of economic cycles. A sustained deterioration in
general economic conditions, particularly in the United States or Europe, or increases in interest rates in key countries in which American Express operates, may adversely affect American Express financial

8

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performance by reducing the number
    or average purchase amount of transactions involving American Express charge and credit cards and result in increasing delinquencies and credit losses.  Political or economic instability in certain regions or countries could also affect American
  Express commercial or other lending activities, among other businesses, or result in restrictions on convertibility of certain currencies.

Terrorist attacks, natural disasters or other catastrophic events may have a negative effect on our business and infrastructure, including our information technology systems. Because we derive a portion of our revenues from
American Express travel-related spending, our business will be sensitive to safety concerns, and thus may decline during periods in which travelers become concerned about safety issues or when travel might involve health-related risks.

Forward-looking Statements

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

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

- credit trends and the rate of bankruptcies, which can affect spending on card products and debt payments by individual and corporate customers;
- Credcos ability to accurately estimate the provision for losses in Credcos outstanding portfolio of cardmember receivables and loans;
- fluctuations in foreign currency exchange rates;
- negative changes in Credcos credit ratings, which could result in decreased liquidity and higher borrowing costs;
- the effect of fluctuating interest rates, which could affect Credcos borrowing costs; and
- the impact on American Express Companys business resulting from continuing geopolitical uncertainty.

|Item 1B. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

None.

|Item 2. | PROPERTIES
|------- | ----------

Credco neither owns nor leases any material physical properties.

9

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|Item 3 | LEGAL PROCEEDINGS
|------ | -----------------

There are no material pending legal proceedings to which Credco or its subsidiaries is a party or of which any of their property is the subject. Credco knows of no such proceedings being contemplated by government
authorities or other parties.

|Item 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

Omitted pursuant to General Instruction I(2)(c) to Form 10-K.

10

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PART II

|Item 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
|------- | ----------------------------------------------------------
|        | MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES         

American Express, through its wholly-owned subsidiary, TRS, owns all of the outstanding common stock of Credco. Therefore, there is no market for Credcos common stock.

Credco paid cash dividends of $750 million and $500 million to TRS in 2007 and 2006, respectively. On February 8, 2008, Credco paid a cash dividend of $125 million to TRS. For information about limitations on Credcos
ability to pay dividends, see Note 6 to the Consolidated Financial Statements.

11

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|Item 6. | SELECTED FINANCIAL DATA
|------- | -----------------------

The following summary of certain consolidated financial information of Credco was derived from audited financial statements for the five years ended December 31:

|(Millions)                                         |  | 2007 |        | 2006 |   | 2005   |  | 2004 |        | 2003
|-------------------------------------------------- |  | ---- | ------ | ---- | - | ------ |  | ---- | ------ | ----
|Income Statement Data                              |  |      |        |      |   |        |  |      |        |     
|Revenues                                           |  | $    | 3,862  |      | $ | 3,017  |  | $    | 2,276  |     
|Provision for losses, net
        of recoveries    |  |      | 842    |      |   | 589    |  |      | 662    |     
|Interest expense                                   |  |      | 2,046  |      |   | 1,614  |  |      | 1,141  |     
|Income tax provision                               |  |      | 57     |      |   | 95     |  |      | 50     |     
|Net income                                         |  |      | 720    |      |   | 622    |  |      | 415    |     
|Balance Sheet Data                                 |  |      |        |      |   |        |  |      |        |     
|Gross cardmember receivables                       |  | $    | 26,335 |      | $ | 27,593 |  | $    | 24,421 |     
|Reserve for losses, cardmember
        receivables |  |      | 831    |      |   | 739    |  |      | 671    |     
|Gross cardmember loans                             |  |      | 403    |      |   | 356    |  |      | 569    |     
|Reserve for losses, cardmember
        loans       |  |      | 10     |      |   | 10     |  |      | 15     |     
|Loans to affiliates                                |  |      | 11,201 |      |   | 9,691  |  |      | 8,254  |     
|Total assets                                       |  |      | 45,843 |      |   | 40,963 |  |      | 37,368 |     
|Short-term debt                                    |  |      | 19,775 |      |   | 15,469 |  |      | 15,982 |     
|Current portion of long-term
        debt          |  |      | 7,411  |      |   | 3,440  |  |      | 2,300  |     
|Long-term debt                                     |  |      | 14,872 |      |   | 18,350 |  |      | 14,629 |     
|Shareholders equity                               |  |      | 3,446  |      |   | 3,419  |  |      | 3,270  |     
|Cash dividends                                     |  |      | 750    |      |   | 500    |  |      | 200    |     

12

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|Item 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
|------- | ---------------------------------------------------------------
|        | RESULTS OF OPERATION                                           

Critical Accounting Policies

American Express Credit Corporations (Credco) significant accounting policies are described in Note 1 to the Consolidated Financial Statements. The following provides information about critical accounting policies
that are important to the Consolidated Financial Statements and that involve estimates requiring significant management assumptions and judgments about the effect of matters that are uncertain. These policies relate to reserves for cardmember
losses.

Reserves for cardmember losses

Credcos reserves for losses relating to cardmember
receivables and loans represent managements best estimate of the losses
inherent in Credcos outstanding portfolio of receivables and loans.
Managements evaluation process requires certain estimates and judgments.
Reserves for these losses are primarily based upon models that analyze specific
portfolio statistics, including average write-off rates, for various stages of
receivable  aging (i.e., current, 30 days, 60 days, 90 days) over a 24-month
period and average bankruptcy and recovery rates. Also, to a lesser extent, these
reserves reflect managements judgment regarding overall reserve adequacy.
Management considers  whether to adjust reserves that are calculated by the analytic
models based on other factors, such as the level of coverage and recent trends
of past-due accounts, as well as leading economic and market indicators, such
as the unemployment rate,  the consumer confidence index, the purchasing managers
index, bankruptcy filings and the legal and regulatory environment.

Receivables and loans are written-off when management deems amounts to be uncollectible, and is generally determined by the number of days past due. Cardmember receivables and loans are generally written-off when they are
past due 360 and 180 days, respectively. To the extent historical credit experience is not indicative of future performance, actual loss experience could differ significantly from managements judgments and expectations, resulting in either
higher or lower future provisions for losses, as applicable. Receivables and loans in bankruptcy or owned by deceased individuals are written-off upon notification. As of December 31, 2007, if average write-off rates were five percent higher or
lower, the reserve for losses would change by approximately $43 million.  This sensitivity analysis does not represent managements expectations of deterioration in write-offs but is provided as a hypothetical scenario to assess the sensitivity
of the provision for cardmember losses to changes in key inputs.

The process for determining the reserve for cardmember losses requires a high degree of judgment.  It is possible that others, given the same information, may at any point in time reach different reasonable conclusions.

Income Taxes

The taxable income of Credco is included in the consolidated U.S. federal income tax return of American Express. Under an agreement with TRS, taxes are recognized on a separate company basis.  American Express is subject to
the income tax laws of the U.S., its states and municipalities and those of the foreign jurisdictions in which American Express operates. These tax laws are complex, and the manner in which they apply to the taxpayers facts is sometimes open
to interpretation. In establishing a provision for income tax expense, management must make judgments about the application of these inherently complex tax laws. Credco establishes a liability for unrecognized tax benefits, which are the differences
between a tax position taken or expected to be taken in a tax return and the benefit recognized in the financial statements.

In establishing a liability for an unrecognized tax benefit, assumptions may be made in determining whether a tax position is more likely than not to be sustained upon examination by the taxing authority and also in
determining the ultimate amount that is likely to be realized. A tax position is recognized when, based on

13

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managements judgment regarding the application of income tax laws, it is more likely than not that the tax position will be sustained upon examination. The amount of tax benefit recognized is based on management's
assessment of the most likely outcome on ultimate settlement with the taxing authority. This measurement is based on many factors, including whether a tax dispute may be settled through negotiation with the taxing authority or is only subject to review
in the courts.  As new information becomes available, management evaluates its tax positions, and adjusts its unrecognized tax benefits, as appropriate.

If the tax benefit ultimately realized differs from the amount previously recognized in the income tax provision, Credco recognizes an adjustment to the provision.

Deferred tax assets and liabilities are determined based on the differences between the financial statement and tax bases of assets and liabilities using the enacted tax rates expected to be in effect for the years in which
the differences are expected to reverse. A valuation allowance is established when management determines that it is more likely than not that all or some portion of the benefit of the deferred tax asset will not be realized.

Since deferred taxes measure the future tax effects of items recognized in the financial statements, certain estimates and assumptions are required to determine whether it is more likely than not that all or some portion of
the benefit of a deferred tax asset will not be realized. In making this assessment, management analyzes and estimates the impact of future taxable income, reversing temporary differences and available tax planning strategies. These assessments are
performed quarterly, taking into account any new information.

Should a change in facts or circumstances lead to a
change in judgment about the ultimate realizability of a deferred tax asset,
Credco records or adjusts the related valuation allowance in the period that
the change in facts or circumstances occurs, along with a corresponding increase
or decrease to the income tax provision.

Impact of Credit and Capital Market Environment

In December 2007, Credco began to feel the effects of the weakening U.S. economy as past-due and write-off rates for U.S. cardmembers increased. In the latter part of 2007, there was also significant volatility in the
capital markets, particularly for the valuations of mortgage-backed and other asset-backed structured products as well as in the issuance cost and availability of short-term, asset-backed debt for certain issuers. In 2007, Credco did not hold any
mortgage-backed and asset-backed securities in its investment portfolio.

U.S. cardmember receivables

While overall spending for U.S. cardmembers continued to be relatively strong and Credco benefited from a focus on the affluent sector of the market, Credco saw negative credit trends among U.S. consumers in the latter part
of 2007, particularly in certain parts of the country most affected by the housing downturn as well as with U.S. small businesses. As a result, Credco recorded a $84 million credit-related charge in the fourth quarter comprised of additional
provision for losses for U.S. cardmember receivables.

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

- TRS implemented a reduction of cardmember lines of credit for specific segments of the cardmember portfolio representing the greatest risk. These segments
include cardmembers holding sub-prime mortgages and small businesses, in particular those operating in specific industries, such as mortgage companies, home builders and construction related businesses.
- TRS adjusted its risk management models to reflect the higher probability of default that exists during a weaker economy, and in geographies that have been
most impacted by home price declines.

14

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- To improve recoveries, TRS increased its staffing levels in credit and collection.

Investment Portfolio

Credcos investment portfolio primarily supports its contingent liquidity plan. As a result, Credco generally holds its investments until their maturity. However, management may sell securities prior to
maturity due to changes in Credcos business goals, liquidity needs, and the market environment.

Credco reviews and evaluates its investments at least quarterly and more often as market conditions may require, to identify investments that have indications of other-than-temporary impairments.  The
determination of other-than-temporary impairments is a subjective process, requiring the use of assumptions and application of judgment.  In addition to its impairment evaluation, Credco corroborates the prices provided by its pricing vendors to
test the accuracy of the fair values.

Credco did not experience any defaults, event of defaults, or determine it would not receive timely contractual payments of interest and repayment of principal on any of its holdings in its investment
portfolios in 2007.

At December 31, 2007, Credco owned approximately $3 billion of U.S. Treasury and government agency securities (Fannie Mae and Freddie Mac). The current credit market environment had a small positive impact
on the values of U.S. Treasury and government agency securities.

Valuations of securities held within Credcos investment portfolio will continue to be subject to changes in external market factors including default rates, rating agency actions, and the prices at
which observable market transactions occur. Credcos future results may be impacted by the valuation adjustments applied to these holdings.

Liquidity

As discussed in more detail below, Credcos reliance on diverse sources of funding, with wide ranges of maturities, and its contingent liquidity strategy allow for the continued funding of business
operations through difficult economic, financial market and business conditions when access to regular funding sources could become diminished or interrupted.

While the credit market environment that began to emerge in the second half of 2007 included disruptions in the capital markets, Credco had access to sufficient financing through its existing funding sources
to meet its business needs in 2007. Disruptions in the financial markets to date have not resulted in a significant change of Credcos debt funding mix. However, continued disruptions in 2008 in the financial markets could result in changes in
the funding mix. Specifically, a potential lack of investor demand in sectors of the debt capital market, such as for long-term unsecured debt or commercial paper, could alter Credcos funding mix. Credit ratings have a significant impact on
the borrowing costs of Credco. There have been no changes in Credcos credit ratings during 2007.

Consolidated Capital Resources and Liquidity

Credco is committed to maintaining cost-effective, well-diversified funding programs to support current and future asset growth in its global businesses. Credcos funding plan is structured to meet
expected and changing business needs to fund asset balances efficiently and cost-effectively.  Credco relies on diverse sources to help ensure the availability of financing in unexpected periods of stress and to manage interest rate exposures. In
addition to the funding plan described below, Credco has a contingent funding strategy to allow for the continued funding of business operations through difficult economic, financial market and business conditions when access to regular funding
sources could become diminished or interrupted.

15

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Financing Activities

Credcos funding requirements are met primarily by the sale of commercial paper, the issuance of long-term notes, borrowings under long-term bank credit facilities in certain international markets and equity capital.
Credco has readily sold the volume of commercial paper necessary to meet its funding needs as well as to cover the daily maturities of commercial paper issued. During 2007, Credco had uninterrupted access to the commercial paper and capital markets
to fund its business operations.

The commercial paper market represents the primary source of short-term funding for Credco. Credcos commercial paper, a widely recognized name among short-term investors, for the years ended December 31, 2007 and 2006, was as follows:

|(Billions,
        except percentages)                             |  | 2007 |      |   | 2006 |  
|------------------------------------------------------------------ |  | ---- | ---- | - | ---- | -
|                                                                  
|Commercial paper outstanding                                       |  | $    | 10.5 |   |      | $
|Average commercial paper
        outstanding                       |  | $    | 7.8  |   |      | $
|Net short-term debt outstanding(1)                                 |  | $    | 7.9  |   |      | $
|Total
        back-up liquidity coverage of net short-term debt(2) |  |      | 140  | % |      |  

|(1) | Credco currently manages the level of short-term debt outstanding such that its total back-up liquidity, including available bank credit facilities and term liquidity portfolio investment securities, is not less than 100
percent of net short-term debt. Net short-term debt, which consists of commercial paper and certain other short-term borrowings less cash and cash equivalents.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Based on the maximum available borrowings under bank credit facilities and term liquidity portfolio investment securities.                                                                                                                                                                                                                                                                  

Long-term debt is raised through the offering of debt securities in the United States and international capital markets. Long-term debt is generally defined
as any debt with an original maturity greater than 12 months. Credco continues to issue debt with a wide range of maturities to diversify the refinancing requirements in future periods.

|Credco had the following long-term debt outstanding at December 31: |  |      |      |  |      |   |      | 
|------------------------------------------------------------------- |  | ---- | ---- |  | ---- | - | ---- | 
|(Billions)                                                          |  | 2007 |      |  | 2006 |  
|Long-term debt outstanding                                          |  | $    | 22.3 |  |      | $ | 21.8 | 
|Average long-term debt                                              |  | $    | 22.7 |  |      | $ | 19.2 | 

In 2007, Credco issued $3.1 billion fixed and floating rate long-term debt with maturities ranging from two to five years.

Credco also has the ability to issue debt securities under shelf registrations filed with the Securities and Exchange Commission (SEC). The registration statement filed with the SEC is for an unspecified amount of debt
securities to be issued from time to time.  At December 31, 2007, Credco had $13.6 billion of debt securities outstanding, issued under the SEC registration statements.

Credco, TRS, AEOCC, Centurion Bank, and FSB have established a program for the issuance, outside the United States, of debt instruments to be listed on the Luxembourg Stock Exchange. As of December 31, 2007, the maximum aggregate
principal amount of debt instruments outstanding at any one time under the program may not exceed $10.0 billion. The proceeds of these issuances were used for financing operations, including the purchase of receivables and the repayment of
previously issued debt. At December 31, 2007, $4.0 billion was outstanding under this program, of which $2.7 billion was issued by Credco.

Credco established a program in Australia for the issuance from time to time of up to approximately $5.2 billion. During 2007, Credco issued approximately $174 million and $218 million of fixed rate and floating

16

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rate notes, respectively, due in 2010. At December 31, 2007, approximately $4.4 billion was available for issuance under this program.

On November 30, 2007, the registration statement filed
in Canada expired for the Canadian long-term note program. Therefore, at December
31, 2007 no securities were available for issuance under this program. At December
31,  2007, approximately $2.0 billion of debt securities was outstanding under
this program. During the fourth quarter of 2007, American Express Canada Credit
Corporation (Cancredco), a wholly-owned subsidiary of Credco, borrowed Canadian
$300 million  from the Bank of Montreal under a credit agreement guaranteed by
Credco. The proceeds were used to pay the long-term notes under this program
that were maturing.

On January 15, 2008, a new registration statement was filed in Canada, which was effective and available by February 15, 2008. The regulatory approval is for a base shelf prospectus for a long-term note program providing for
the issuance from time to time, in Canada, of up to approximately Canadian $3.5 billion of notes by Cancredco. All notes issued under this shelf registration will be guaranteed by Credco.

Credcos funding strategy is designed to maintain high and stable debt ratings from the major credit rating agencies, Moodys, Standard & Poors, Fitch
Ratings and DBRS. Maintenance of high and stable debt ratings is critical
to ensuring Credcos continuous access to the capital and credit markets. It also enables Credco to reduce its overall borrowing costs. At December 31, 2007, Credcos debt ratings were as follows:

|                 |  |         |  | Standard |  |               |             
|---------------- |  | ------- |  | -------- |  | ------------- | ------------
|                 |  | Moodys |  | & Poors |  | Fitch Ratings | DBRS        
|Short-term       |  | P-1     |  | A-1      |  | F1            |            
|Senior unsecured |  | Aa3     |  | A+       |  | A+            | A
    (high)

Rating agencies review factors such as capital adequacy with a view towards maintaining certain levels of capital, liquidity, business volumes, asset quality and economic market trends, among others, in assessing
Credcos and its subsidiaries appropriate ratings.

Credco actively manages the risk of liquidity and cost of funds resulting from Credcos financing activities. A downgrade of Credcos debt ratings would increase its borrowing costs. Management believes a decline
in Credcos long-term credit rating by two levels could result in Credco having to significantly reduce its commercial paper and other short-term borrowings. Remaining borrowing requirements would be addressed through other means such as the
issuance of long-term debt and the sale of investment securities or drawing on existing credit lines. This would result in higher interest expense on Credcos commercial paper and other debt, as well as higher fees related to unused lines of
credit. Credco believes a two-level downgrade is highly unlikely due to its capital position and growth prospects.

Credco paid cash dividends of $750 million and $500 million to TRS in 2007 and 2006, respectively. On February 8, 2008, Credco paid a cash dividend of $125 million to TRS.

Contingent Liquidity Strategy

Credco seeks to ensure that it has adequate liquidity, that is cash and equivalents on hand, as well as access to cash and equivalents to continuously meet its business needs and satisfy its obligations. Liquidity is
managed through the breadth of funding sources, as well as through the quality and liquidity of its funded assets.

Credco balances the trade-offs between having too much liquidity, which can be costly and limit  financial  flexibility, with having inadequate liquidity, which may result in  financial distress during a liquidity event. Credco considers various factors in determining its
liquidity needs, such as economic and financial market

17

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conditions, seasonality in business
    operations, cost and availability of alternative liquidity sources, and credit rating agency considerations.
In 2007, short-term debt including intercompany borrowings as a percentage of total debt increased to
47 percent at December 31, 2007, from 42 percent at December 31, 2006.

Credco has developed a contingent funding plan that enables it to meet its daily funding obligations when access to unsecured funds in the debt capital markets is impaired or unavailable. This plan is designed to ensure
that Credco could continuously maintain normal business operations for a twelve-month period in which its access to unsecured funds is interrupted.

The contingent liquidity plan includes access to diverse
sources of alternative liquidity funding that are available, mainly in the form
of the liquidity portfolio, securitizations of cardmember receivables through
RFC V and AEIT, loans through American Express affiliates, and bank credit  facilities,
to provide uninterrupted funding over a twelve-month period should access to
unsecured debt sources become impaired. Credco estimates that, under a worst
case liquidity crisis scenario, it has identified up to $6.1 billion in alternate
 funding sources available to cover cash needs over the first 60 days after a
liquidity crisis has occurred.

Liquidity Investment Portfolio

During the normal course of business, funding activities may raise more proceeds than are necessary for immediate funding needs. These amounts are invested principally in high credit quality, highly liquid short-term
instruments. In addition, Credcos contingent funding plan includes access to a continuing liquidity portfolio in which proceeds raised from funding activities are invested in longer term, highly liquid instruments, such as U.S. Treasury
securities and government sponsored entity debt. The invested amounts of the liquidity portfolio provide back-up liquidity, primarily for the commercial paper program. Instruments held within this portfolio will be of the highest credit quality and
most liquid of investment instruments available. Credco can sell these securities or enter into sale/repurchase agreements to immediately raise cash proceeds to meet liquidity needs. At December 31, 2007, Credco held $3 billion of such securities
under this program.

Credco entered into securities lending agreements in June 2006 with other financial institutions to enhance investment income. At December 31, 2007, the liquidity investment portfolio included approximately $970 million of
investment securities loaned under these agreements.

From time to time, Credco may increase its liquidity portfolio in order to prefund maturing debt obligations when financial market conditions are favorable. These levels are monitored and adjusted when necessary to maintain
short-term liquidity needs in response to seasonal or changing business conditions. The funding sources that would be relied upon depend on the exact nature of such a hypothetical liquidity crisis; nonetheless, Credcos liquidity sources are designed with the goal of ensuring there is sufficient cash
on hand to fund business operations over a twelve-month period regardless of whether the liquidity crisis was caused by an external, industry or Credco-specific event. The contingent funding plan also addresses operating flexibilities in quickly
making these funding sources available to meet all financial obligations. The simulated liquidity crisis is defined as a sudden and unexpected event that temporarily impairs access to
or makes unavailable funding in the unsecured debt markets.



18

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Committed Bank Credit Facilities

Credco maintained committed bank credit facilities at December 31, 2007 as follows:

|(Billions)      |  | Total |      | American
        Express |  | Credco
|--------------- |  | ----- | ---- | ------------------------ |  | ------
|Committed(a)(b) |  | $     | 11.6 |                          |  | $     
|Outstanding     |  | $     | 3.5  |                          |  |       

|(a) | Committed lines supported by 37 financial institutions.                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | Included is $3.1 billion related to the Australian credit facility and $305 million related to the Canadian credit facility.                                              
|    |                                                                                                                                                                           
|(c) | Credco has the right to borrow a maximum amount
      of $11.6 billion with a commensurate maximum $1.2 billion reduction in
    the amount available to American Express.
|   

|                                                            
|------------------------------------------------------------
|Credcos committed bank credit facilities expire as follows:
|(Billions)                                                  
|2008                                                        
|2010                                                        
|2011                                                        
|2012                                                        
|Total                                                       

The availability of the credit lines is subject to Credcos compliance with certain financial covenants that require maintenance of a 1.25 ratio of combined earnings and fixed charges to fixed charges. The ratio of earnings to fixed charges
for Credco was 1.38, 1.44 and 1.41 in 2007, 2006 and 2005, respectively. The ratio of earnings to fixed charges for American Express for 2007, 2006 and 2005 was 2.26, 2.60 and 2.64, respectively.

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

Results of Operations

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

Credcos consolidated net income rose 16 percent to $720 million for the year ended December 31, 2007, as compared to the year ended December 31, 2006. The year-over-year increase was primarily due to an increase in
discount revenue earned on purchased cardmember receivables and loans and an increase in interest income earned on loans to affiliates and investments, offset by an increase in interest expense to affiliates and others and provision for losses, net of
recoveries and loan service fees.

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The following table summarizes the changes attributable to the increase (decrease) in key revenue and expense accounts:

|(Millions)                                              |  |   | 2007 |  |   | 2006 |  
|------------------------------------------------------- |  | - | ---- |  | - | ---- | -
|Discount revenue earned on
        purchased cardmember |  |   |      |  |   |      |  
|receivables
        and loans:                          |  |   |      |  |   |      |  
|Volume
        of receivables purchased                 |  | $ | 78   |  | $ | 139  |  
|Discount
        rates                                  |  |   | 572  |  |   | 404  |  
|Total                                                   |  | $ | 650  |  | $ | 543  |  
|Interest income from affiliates:                        |  |   |      |  |   |      |  
|Average
        loans to affiliates                     |  | $ | 73   |  | $ | 83   |  
|Interest
        rates                                  |  |   | 54   |  |   | 44   |  
|Total                                                   |  | $ | 127  |  | $ | 127  |  
|Interest income from investments:                       |  |   |      |  |   |      |  
|Average
        investments outstanding                 |  | $ | 22   |  | $ | (1   | )
|Interest
        rates                                  |  |   | 38   |  |   | 94   |  
|Total                                                   |  | $ | 60   |  | $ | 93   |  
|Provision for losses, net
        of recoveries:        |  |   |      |  |   |      |  
|Volume
        of receivables purchased                 |  | $ | 36   |  | $ | 67   |  
|Provision
        rates and volume of recoveries        |  |   | 217  |  |   | (140 | )
|Total                                                   |  | $ | 253  |  | $ | (73  | )
|Interest expense:                                       |  |   |      |  |   |      |  
|Average
        debt outstanding                        |  | $ | 165  |  | $ | 94   |  
|Interest
        rates                                  |  |   | 165  |  |   | 244  |  
|Total                                                   |  | $ | 330  |  | $ | 338  |  
|Interest expense to affiliates:                         |  |   |      |  |   |      |  
|Average
        debt outstanding                        |  | $ | 24   |  | $ | 28   |  
|Interest
        rates                                  |  |   | 77   |  |   | 107  |  
|Total                                                   |  | $ | 101  |  | $ | 135  |  

Discount Revenue Earned on Purchased Cardmember Receivables and Loans

Discount revenue increased 29 percent or $650 million to $2.9 billion for the year ended December 31, 2007, as compared to the same period in 2006. The year-over-year increase was primarily due to an increase in both
discount rates and to a lesser extent volume of receivables purchased. Volume of receivables and loans purchased for the year ended December 31, 2007, was 4 percent higher than the same period a year ago; purchased volume does not include those
cardmember receivables transferred with recourse to Credco and cardmember receivables and loans funded by loans to affiliates since these amounts are included in loans to affiliates rather than cardmember receivables. Discount rates, which vary over
time due to changes in market interest rates or changes in the collectibility of cardmember receivables, increased an average of approximately 20 basis points compared to the year ended December 31, 2006.

Interest Income from Affiliates

Interest income from affiliates increased 24 percent or $127 million to $650 million for the year ended December 31, 2007, as compared to the year ended December 31, 2006. The year-over-year increase was primarily due to an
increase in both the volume of loans to affiliates and the interest rates charged to affiliates. The average interest rate charged to affiliates during the year ended December 31, 2007, was 52 basis points higher than the average interest rate
charged to affiliates in the same period a year ago, primarily due to greater floating rate interest-bearing borrowings with affiliates.

20

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Interest Income from Investments

Interest income from investments increased 28 percent or $60 million to $278 million for the year ended December 31, 2007, as compared to the same period in the prior year. The year-over-year increase was due to the
replacement of matured U.S. Treasury securities in 2006 primarily with higher yielding government sponsored entities securities. The average rate on the total investment portfolio increased 68 basis points for the year ended December 31, 2007,
compared to the year ended December 31, 2006.

Provision for Losses, Net of Recoveries

The provision for losses, net of recoveries increased 43 percent or $253 million to $842 million for the year ended December 31, 2007, as compared to the year ended December 31, 2006. The increase in provision for losses
was due to higher write-off and delinquency rates, increased loan volumes, and the charge for credit related trends. While overall cardmember spending continued to be relatively strong, Credco experienced some negative credit trends among U.S.
consumers in the latter part of 2007. As a result, Credco recorded a $84 million credit-related charge in the fourth quarter.

Interest Expense and Interest Expense to Affiliates

Interest expense and interest expense to affiliates increased 26 percent and 30 percent, respectively, for the year ended December 31, 2007, as compared to the same period a year ago, due to an increase in both the levels
of debt funding and higher effective cost of funds. The average interest rate on debt outstanding during the year ended December 31, 2007, was 54 basis points higher than the same period a year ago. The average interest rate due to affiliates during
the year ended December 31, 2007, was 94 basis points higher than the same period a year ago, primarily due to the fact that a high proportion of the interest-bearing borrowings were at floating rate.

Service Fees to Affiliates

Credco pays fees to affiliates for the related servicing of the receivables purchased. Service fees to affiliates increased $99 million for the year ended December 31, 2007, as compared to the same period a year ago, due to
an increase in servicing activities provided under service level agreements with affiliates.

Income Taxes

Credcos effective tax rate for the years ended December 31, 2007, 2006 and 2005, was 7.3 percent, 13.2 percent and 10.8 percent, respectively. The effective tax rate was lower in 2007 as compared to 2006 primarily as
a result of an increase in the benefits related to its ongoing funding activities outside the United States. These benefits are expected to continue in future periods. The effective tax rate was higher in 2006 compared to 2005 primarily as a result
of a decrease in the proportion of foreign subsidiary pretax income to total pretax income.

21

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|Item 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES
          ABOUT MARKET RISK
|-------- | --------------------------------------------------------------------

Credcos risk management objective is to monitor and control risk exposures to earn returns commensurate with the appropriate level of risk assumed. In addition to business risk, Credco recognizes four fundamental
sources of risk: credit risk, market risk, liquidity risk and operational risk. These risks, which are described below, are interrelated, and management has adopted well defined risk-taking principles to guide Credcos business strategies and
objectives. Credco views credit risk as a component of driving profitable growth. Market risk is hedged or managed within established parameters to sustain such earnings growth. Liquidity risk is managed through the diversification of funding
sources, while operational risk arising from Credcos business activities is carefully monitored to maintain it within acceptable limits.

Credcos risk management oversight is performed through internal and independent oversight functions. Risk management governance at Credco begins with the American Express Board approved risk management policies and
objectives and the American Express Board oversight of risk management parameters. Supporting the American Express Board in its oversight function are other risk management oversight committees, such as American Express Treasury Department and
other asset and liability management committees. The American Express Enterprise Risk Management Committee (ERMC) supplements the risk management capabilities resident within American Express business segments by routinely reviewing key
market, credit, operational and other risk concentrations across American Express and recommending action where appropriate. The ERMC recommends risk limits, promotes a rigorous understanding of risks across American Express, including Credco, and
supports management in making risk-return decisions.

Credit Risk

TRS manages the overall credit risk exposure associated with the cardmember receivables and loans purchased by Credco. Credit risk is defined as the risk of loss from an obligor or counterparty default. Credco is exposed to
credit risk through the cardmember receivables and cardmember loans it purchases generally without recourse, as well as through its participation interests. Since such a portfolio consists of millions of borrowers and individual exposures across
multiple geographies, occupations, and social segments, its risk is substantially reduced through diversification. A loss distribution is characterized by a higher frequency but manageable severity that is more closely linked to general economic and
legal conditions than by borrower-specific events. Receivable and loan purchase decisions and the related discount pricing are impacted by the overall credit risk considerations inherent in the cardmember receivables and cardmember loans.

Credit risk associated with Credcos derivatives is limited to the risk that a derivative counterparty will not perform in accordance with the terms of the contract. To mitigate such risk, Credcos counterparties
are all required to be rated as investment grade. Additionally, Credco enters into master netting agreements with its counterparties wherever practical.

Market Risk Management Process

Market risk is the risk to earnings or value resulting from movements in market prices. Credcos market risk consists primarily of interest rate risk and foreign exchange risk. Market risk exposures are monitored and
managed by various risk committees, American Express Treasury Department as well as by management. Credco operates under American Express Board approved policies related to market risk management and the use of derivative financial
instruments. With respect to derivative financial instruments, the value of such instruments is derived from an underlying variable or multiple variables, including commodity, equity, foreign exchange and interest rate indices or prices. These
instruments enable end users to increase, reduce, or alter exposure to various market risks and, for that reason, are an integral component of Credcos market risk and related asset liability management strategy and processes. See Note 7 for
additional discussion of Credcos derivative financial instruments.

22

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Interest rate risk is generated by the funding of cardmember receivables and fixed rate cardmember loan purchases through longer term variable rate borrowings. Such assets and liabilities generally do not create naturally
offsetting positions with respect to basis, re-pricing or maturity characteristics. By using derivative financial instruments, such as interest rate swaps, the interest rate profile can be adjusted to maintain and manage a desired profile. As of
December 31, 2007 and 2006, the total notional amount of interest rate swaps was $8 billion and $6 billion, respectively. These derivatives generally qualify for hedge accounting. A portion of these derivatives outstanding as of December 31, 2007
extend to 2011.

In addition, foreign exchange risk is generated by cross-currency purchased cardmember receivables and cardmember loans, foreign currency denominated balance sheet exposures and foreign currency earnings in international
units. Credco hedges this market exposure to the extent it is economically justified through various means including local market cross-currency funding and the use of derivative financial instruments, such as foreign exchange forward and
cross-currency swap contracts, which can help lock in Credcos exposure to specific currencies. As of December 31, 2007 and 2006, the total notional amount of foreign exchange derivatives was $32 million and $125 million,
respectively. These derivatives generally do not qualify for hedge accounting.

The following discussion includes sensitivity analysis of interest rate and foreign currency risk and estimates the effects of hypothetical sudden and sustained changes in the applicable market conditions on the ensuing
years earnings, based on year-end positions. The market changes, assumed to occur as of year-end, are a 100 basis point increase in market interest rates and a 10 percent strengthening of the U.S. dollar versus all other currencies.
Computations of the prospective effects of hypothetical interest rate and foreign exchange rate changes are based on numerous assumptions, including relative levels of market interest rates and foreign exchange rates, as well as the levels of assets
and liabilities. The hypothetical changes and assumptions will be different from what actually occurs in the future. Furthermore, the computations do not incorporate actions that management could take if the hypothetical market changes actually
occur, including revising the discount rate applicable to purchases of new receivables. As a result, actual earnings consequences will differ from those quantified. The detrimental effect on Credcos pretax earnings of a hypothetical 100 basis
point increase in interest rates would be approximately $133million based on the 2007 year-end positions. This effect, which is calculated using a static asset/liability
gapping model, is primarily a function of the extent of variable rate funding of charge card and fixed rate lending products, to the degree that interest rate exposure is not managed by derivative financial instruments. From a foreign exchange risk
perspective, based on the year-end 2007 and 2006 foreign exchange positions, the effect on Credcos earnings of the hypothetical 10 percent strengthening of the U.S. dollar would be immaterial.

Liquidity Risk Management Process

Liquidity risk is defined as the inability to access
cash and equivalents needed to meet business requirements and satisfy Credcos
obligations. Credco balances the trade-offs between maintaining too much liquidity,
 which can be costly and limit financial flexibility, with having inadequate
liquidity, which may result in financial distress during a liquidity event. Liquidity
risk is centrally managed by the Funding and Liquidity Committee of American
Express,  chaired by American Express Corporate Treasurer. American Express
has developed a contingent funding plan that enables it to meet its daily cash
obligations when access to unsecured funds in the debt capital markets is impaired
or unavailable. This plan is designed to ensure that American Express and all
of its main operating entities, including Credco, could continuously maintain
business operations for a 12-month period in which its access to unsecured financing
is interrupted. The hypothetical 12-month liquidity crisis is assumed to occur
as a sudden and unexpected event that temporarily impairs access to or makes
unavailable financing in the unsecured debt markets.

Liquidity risk is managed both at an aggregate American Express level and at the major legal entities, including Credco, in order to ensure that sufficient funding and contingent liquidity resources are available in the
amount and in the location needed in a stress event.  American Express Funding and Liquidity Committee manages the forecasts of American Express aggregate and subsidiary cash positions and

23

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financing requirements, the funding plans designed to satisfy those requirements under normal conditions, establishes guidelines to identify the amount of contingent liquidity resources required, and monitors positions and
determines any actions to be taken. Contingent liquidity planning also takes into account operating cash flexibilities.

Operational Risk Management Process

Credco defines operational risk as the risk of not achieving business objectives due to inadequate or failed processes, or information systems, human error or the external environment (e.g., natural disasters), including
losses due to failures to comply with laws and regulations. Operational risk is inherent in all business activities and can impact an organization through direct or indirect financial loss, brand damage, customer dissatisfaction, or legal or
regulatory penalties. Credco is committed to improving its ability to prioritize and manage operational risk through the delivery of a comprehensive operational risk program. American Express has developed a comprehensive program to identify,
measure, monitor, and report inherent and emerging operational risks. However, day-to-day management of operational risk lies with Credco. Credco continues to enhance its operational risk management practices on an ongoing basis. The implementation
of this operational risk program is expected to result in improved operational risk intelligence and a heightened level of preparedness to deal with operational risk events and conditions that may adversely impact Credcos
operations.

24

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|Item 8.     | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|           
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|           
|            | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|           
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|           
|Item 9.     | CHANGES IN AND DISAGREEMENTS WITH
    ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            | Not applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Item 9A(T). | CONTROLS AND PROCEDURES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            | Credcos management, with the
      participation of Credcos Chief Executive Officer and Chief Financial
      Officer, has evaluated the effectiveness of Credcos disclosure controls
      and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e)
      under the Securities Exchange Act of 1934, as amended (the Exchange
      Act)) as of the end of the period covered by this report. Based on
      such evaluation, Credcos Chief Executive Officer and Chief Financial
      Officer have concluded that, as of the end of such period, Credcos
      disclosure controls and procedures are effective.
There have not been any
      changes in Credcos internal control over financial reporting (as
      such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
      Act) during Credcos fourth fiscal quarter that have materially affected,
      or are reasonably likely to materially affect, Credcos internal control
    over financial reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            | Managements Report on Internal Control
      over Financial Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            | The management of
        Credco is responsible for establishing and maintaining adequate internal
        control over financial reporting.
        Credcos internal control over financial reporting is a process
        designed to provide reasonable assurance regarding the reliability of
        financial reporting and the preparation of financial statements for external
        purposes in accordance with generally accepted accounting principles
        in the United States of America, and includes those policies and procedures
        that:
    Pertain to the maintenance
            of records that, in reasonable detail, accurately and fairly reflect
            the transactions and dispositions of the assets of Credco;
      Provide reasonable assurance
            that transactions are recorded as necessary to permit preparation
            of financial statements in accordance with generally accepted accounting
            principles, and that receipts and expenditures of Credco are being
            made only in accordance with authorizations of management and directors
            of Credco; and
      Provide reasonable assurance
            regarding prevention or timely detection of unauthorized acquisition,
            use or disposition of Credcos assets that could have a material
            effect on the financial statements.Because of its inherent limitations,
        internal control over financial reporting may not prevent or detect misstatements.
        Also, projections of any evaluation of effectiveness to future periods
        are subject to the risk that controls may become inadequate because of
        changes in conditions, or that the degree of compliance with the policies
        or procedures may deteriorate.
    Credcos management assessed
        the effectiveness of Credcos internal control over financial reporting
        as of December 31, 2007. In making this assessment, Credcos management
        used the criteria set forth by the Committee of SponsoringOrganizations
        of the Treadway Commission (COSO) inInternal Controls  IntegratedFramework.
    Based on managements assessment and those criteria, management has concluded that, as of December 31, 2007, Credcos
        internal control over financial reporting is effective.
    This annual report does not
        include an attestation report of PricewaterhouseCoopers LLP, Credcos
        registered public accounting firm, regarding internal control over financial
        reporting. Managements report was not subject to attestation by
        Credcos registered public accounting firm pursuant to temporary
        rules of the Securities and Exchange Commission that permit Credco to
        provide only managements report in this annual report.
    Pursuant to Item 308T(a) of
        Regulation S-K, this Managements Report on Internal Control Over
        Financial Reporting shall not be deemed to be filed for purposes of Section
        18 of the Exchange Act or otherwise subject to the liabilities of that
    section.
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Item 9B.    | OTHER INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            | Not applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|PART III   
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Item 10.    | DIRECTORS AND EXECUTIVE OFFICERS
    OF THE REGISTRANT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            | Omitted pursuant to General Instruction
    I(2) (c) to Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Item 11.    | EXECUTIVE COMPENSATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            | Omitted pursuant to General Instruction
    I(2) (c) to Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Item 12.    | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
    OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            | Omitted pursuant to General Instruction
    I(2) (c) to Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Item 13.    | CERTAIN RELATIONSHIPS AND RELATED
    TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            | Omitted pursuant to General Instruction
    I(2) (c) to Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

25

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|Item 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|         | The Audit Committee of the
          Board of Directors of American Express Company has appointed PricewaterhouseCoopers
          LLP as the independent registered public accounting firm to audit the
          Consolidated Financial Statements of Credco for the year ended December
          31, 2007.
      Each year the Audit Committee
          reviews the accountants qualifications, performance and independence
          in accordance with regulatory requirements and guidelines. At least
          every ten years, the Audit Committee charter requires a detailed review
          of American Express accounting firm, which would include a comparison
          of resources available in other firms. The Committee conducted such
          a review in 2004, resulting in the appointment of PricewaterhouseCoopers
          LLP as the independent registered public accounting firm for Credco
          for the year beginning January 1, 2005.
      Audit Fees
      The aggregate fees billed
          or to be billed by PricewaterhouseCoopers LLP for professional services
          rendered for the audit of Credcos Consolidated Financial Statements
          and services that were provided in connection with statutory and regulatory
          filings or engagements and other attest services were $263,500 and
          $258,275 for the years ended December 31, 2007 and 2006, respectively.
      Audit-Related Fees
      Credco was not billed by PricewaterhouseCoopers
      LLP for any fees for audit-related services for 2007 or 2006.
      Tax Fees
      Credco was not billed by PricewaterhouseCoopers
      LLP for any tax fees for 2007 or 2006.
      All Other Fees
      Credco was not billed by
          PricewaterhouseCoopers LLP for any other fees for 2007 or 2006.
      Policy on Pre-Approval
            of Services Provided by Independent Registered Public Accountants
      Pursuant to the requirements
          of the Sarbanes-Oxley Act of 2002, the terms of the engagement of Credcos
          independent registered public accounting firm is subject to the specific
          pre-approval of the Audit Committee of American Express. All audit
          and permitted non-audit services to be performed by Credcos independent
          registered public accounting firm require pre-approval by the Audit
          Committee in accordance with pre-approval procedures established by
          the Audit Committee. The procedures require all proposed engagements
          of Credcos independent registered public accountants for services
          to Credco of any kind to be directed to the General Auditor of American
          Express and then submitted for approval to the Audit Committee of American
          Express prior to the beginning of any services.
      Other Transactions with
            PricewaterhouseCoopers LLP
      American Express has a number
          of business relationships with individual member firms of the worldwide
          PricewaterhouseCoopers LLP organization. American Express subsidiaries
          provide card and travel services to some of these firms and these firms
          pay fees to American Express

26

---



| | subsidiaries. These services are in the normal
        course of business and American Express provides them pursuant to arrangements
    that American Express offers to other similar clients.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

PART IV

|Item 15. | EXHIBITS AND FINANCIAL
    STATEMENT SCHEDULES
|-------- | ----------------------------------------------
|         |                                               
|         | (a)                                           
|         |                                               
|        
|         |                                               
|         |                                               

27

---



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AMERICAN EXPRESS CREDIT CORPORATION(Registrant)

|DATE: March
        17, 2008 |  | By |  | /s/Christopher
        S. Forno
|---------------------------- |  | -- |  | -------------------------------
|                             |  |    |  |                                
|                             |  |    |  |                                

Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities on the dates indicated.

|DATE:    March 17, 2008 |  | By |  | /s/Christopher S. Forno 
|----------------------- |  | -- |  | ------------------------
|                        |  |    |  |                         
|                        |  |    |  |                         
|                        |  |    |  |                         
|                       
|                       
|DATE:    March 17, 2008 |  |    |  | /s/ Lawrence A. Belmonte
|                        |  |    |  |                         
|                        |  |    |  |                         
|                       
|                       
|DATE:    March 17, 2008 |  |    |  | /s/David L. Yowan       
|                        |  |    |  |                         
|                        |  |    |  |                         

28

---



AMERICAN EXPRESS CREDIT CORPORATIONINDEX TO FINANCIAL STATEMENTSCOVERED BY REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM(Item 15 (a))

|                                                        |  | Page Number    
|------------------------------------------------------- |  | ---------------
|Financial Statements:                                   |  |                
|Report of Independent Registered Public Accounting Firm |  | F  2          
|Consolidated Statements of Income                       |  | F  3          
|Consolidated Balance Sheets                             |  | F  4          
|Consolidated Statements of Cash Flows                   |  | F  5          
|Consolidated Statements of Shareholders Equity         |  | F  6          
|Notes to Consolidated Financial Statements              |  | F  7 to F  24

All other schedules are omitted since the required information is not present or because the information required is included in the Consolidated Financial Statements or notes thereto.

F-1

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder ofAmerican Express Credit Corporation

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a) present fairly, in all material respects, the financial position of American Express Credit Corporation and its
subsidiaries (the Company) at December 31, 2007, 2006, and the results of their operations and their cash flows for each of the three years ended December 31, 2007 in conformity with accounting principles generally accepted in the United
States of America. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in
accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

New York, New YorkMarch 17, 2008

F-2

---



AMERICAN EXPRESS CREDIT CORPORATIONCONSOLIDATED STATEMENTS OF INCOME

|Years
        Ended December 31, (Millions)      |  |   | 2007  |  |   | 2006  |  |   | 2005 
|------------------------------------------------ |  | - | ----- |  | - | ----- |  | - | -----
|                                                
|Revenues                                         |  |   |       |  |   |       |  |   |      
|                                                
|Discount revenue earned from
        purchased   |  |   |       |  |   |       |  |   |      
|cardmember
        receivables and loans         |  | $ | 2,873 |  | $ | 2,223 |  | $ | 1,680
|Interest income from affiliates                  |  |   | 650   |  |   | 523   |  |   | 396  
|Interest income from investments                 |  |   | 278   |  |   | 218   |  |   | 125  
|Finance revenue                                  |  |   | 53    |  |   | 47    |  |   | 69   
|Other                                            |  |   | 8     |  |   | 6     |  |   | 6    
|Total
        revenues                           |  |   | 3,862 |  |   | 3,017 |  |   | 2,276
|                                                
|Expenses                                         |  |   |       |  |   |       |  |   |      
|                                                
|Provision for losses, net
        of recoveries: |  |   |       |  |   |       |  |   |      
|2007, $175;
        2006, $158; 2005, $172       |  |   | 842   |  |   | 589   |  |   | 662  
|Interest expense                                 |  |   | 1,612 |  |   | 1,281 |  |   | 943  
|Interest expense to affiliates                   |  |   | 434   |  |   | 333   |  |   | 198  
|Service fees to affiliates                       |  |   | 192   |  |   | 93    |  |   | 2    
|Other                                            |  |   | 5     |  |   | 4     |  |   | 6    
|Total
        expenses                           |  |   | 3,085 |  |   | 2,300 |  |   | 1,811
|                                                
|Pretax income                                    |  |   | 777   |  |   | 717   |  |   | 465  
|Income tax provision                             |  |   | 57    |  |   | 95    |  |   | 50   
|                                                
|Net
        income                               |  | $ | 720   |  | $ | 622   |  | $ | 415  

See Notes to Consolidated Financial Statements.

F-3

---



AMERICAN EXPRESS CREDIT CORPORATIONCONSOLIDATED BALANCE SHEETS

|December
        31, (Millions, except share data)                                   |  |   | 2007   |   |  |   | 2006   |  
|------------------------------------------------------------------------------------ |  | - | ------ | - |  | - | ------ | -
|                                                                                    
|Assets                                                                               |  |   |        |   |  |   |        |  
|                                                                                    
|Cash and cash equivalents                                                            |  | $ | 2,925  |   |  | $ | 737    |  
|Investment securities                                                                |  |   | 2,074  |   |  |   | 2,299  |  
|Investment securities restricted                                                     |  |   | 970    |   |  |   | 716    |  
|Cardmember receivables, less
        reserves: 2007, $831; 2006, $739                |  |   | 25,504 |   |  |   | 26,854 |  
|Cardmember loans, less reserves:
        2007, $10; 2006, $10                        |  |   | 393    |   |  |   | 346    |  
|Loans to affiliates                                                                  |  |   | 11,201 |   |  |   | 9,691  |  
|Deferred charges and other
        assets                                            |  |   | 409    |   |  |   | 313    |  
|Due
        from affiliates                                                          |  |   | 2,367  |   |  |   | 7      |  
|Total
        assets                                                                 |  | $ | 45,843 |   |  | $ | 40,963 |  
|                                                                                    
|Liabilities and Shareholders
          Equity                                       |  |   |        |   |  |   |        |  
|                                                                                    
|Short-term debt                                                                      |  | $ | 11,093 |   |  | $ | 5,883  |  
|Short-term debt to affiliates                                                        |  |   | 8,682  |   |  |   | 9,586  |  
|Current portion of long-term
        debt                                            |  |   | 7,411  |   |  |   | 3,440  |  
|Long-term debt                                                                       |  |   | 14,872 |   |  |   | 18,350 |  
|Total
        debt                                                                   |  |   | 42,058 |   |  |   | 37,259 |  
|Accrued
        interest and other liabilities                                       |  |   | 339    |   |  |   | 285    |  
|Total
        liabilities                                                            |  |   | 42,397 |   |  |   | 37,544 |  
|                                                                                    
|Shareholders Equity                                                                 |  |   |        |   |  |   |        |  
|                                                                                    
|Common stock, $.10 par value,
        authorized 3 million shares;                   |  |   |        |   |  |   |        |  
|issued
        and outstanding 1.5 million shares                                    |  |   | 1      |   |  |   | 1      |  
|Capital surplus                                                                      |  |   | 161    |   |  |   | 161    |  
|Retained earnings                                                                    |  |   | 3,157  |   |  |   | 3,202  |  
|Accumulated other comprehensive
        income (loss), net of tax:                   |  |   |        |   |  |   |        |  
|Net unrealized
        securities gains, net of tax: 2007, $(15); 2006, $(3)         |  |   | 28     |   |  |   | 5      |  
|Net unrealized
        derivatives (losses) gains, net of tax: 2007, $16; 2006, $(5) |  |   | (30    | ) |  |   | 10     |  
|Foreign
        currency translation adjustments, net of tax: 2007, $(8); 2006, $(3) |  |   | 129    |   |  |   | 42     |  
|Post
        retirement benefit adjustment                                           |  |   | -      |   |  |   | (2     | )
|Total
        accumulated other comprehensive income                                 |  |   | 127    |   |  |   | 55     |  
|Total
        shareholders equity                                                   |  |   | 3,446  |   |  |   | 3,419  |  
|Total
        liabilities and shareholders equity                                   |  | $ | 45,843 |   |  | $ | 40,963 |  

See Notes to Consolidated Financial Statements.F-4

---



AMERICAN EXPRESS CREDIT CORPORATIONCONSOLIDATED STATEMENTS OF CASH FLOWS

|Years
        Ended December 31, (Millions)                           |  |   | 2007   |   |  |   | 2006   |   |  |   | 2005   |  
|--------------------------------------------------------------------- |  | - | ------ | - |  | - | ------ | - |  | - | ------ | -
|Cash Flows from Operating
          Activities                        |  |   |        |   |  |   |        |   |  |   |        |  
|Net income                                                            |  | $ | 720    |   |  | $ | 622    |   |  | $ | 415    |  
|Adjustments to reconcile
        net income to net cash               |  |   |        |   |  |   |        |   |  |   |        |  
|provided
        by operating activities:                             |  |   |        |   |  |   |        |   |  |   |        |  
|Provision
        for losses                                          |  |   | 1,017  |   |  |   | 747    |   |  |   | 834    |  
|Amortization
        and other                                        |  |   | 10     |   |  |   | 9      |   |  |   | 14     |  
|Deferred
        taxes                                                |  |   | (46    | ) |  |   | (6     | ) |  |   | (3     | )
|Changes in operating assets
        and liabilities:                  |  |   |        |   |  |   |        |   |  |   |        |  
|Due
        from affiliates                                           |  |   | 2      |   |  |   | 39     |   |  |   | 57     |  
|Other
        operating assets and liabilities                        |  |   | (116   | ) |  |   | 258    |   |  |   | (286   | )
|Net
        cash provided by operating activities                     |  |   | 1,587  |   |  |   | 1,669  |   |  |   | 1,031  |  
|Cash Flows from Investing
          Activities                        |  |   |        |   |  |   |        |   |  |   |        |  
|Net decrease (increase) in
        cardmember receivables and loans   |  |   | 379    |   |  |   | (3,643 | ) |  |   | (3,410 | )
|Purchase of investments                                               |  |   | -      |   |  |   | (3,012 | ) |  |   | (792   | )
|Maturity of investments                                               |  |   | -      |   |  |   | 3,019  |   |  |   | 979    |  
|Net increase in loans to
        affiliates                           |  |   | (638   | ) |  |   | (570   | ) |  |   | (1,524 | )
|Net
        increase in due to affiliates                             |  |   | (2,362 | ) |  |   | (1,067 | ) |  |   | (185   | )
|Net
        cash used in investing activities                         |  |   | (2,621 | ) |  |   | (5,273 | ) |  |   | (4,932 | )
|Cash Flows from Financing
          Activities                        |  |   |        |   |  |   |        |   |  |   |        |  
|Net (decrease) increase in
        short-term debt to affiliates with |  |   |        |   |  |   |        |   |  |   |        |  
|maturities
        of ninety days or less                             |  |   | (904   | ) |  |   | 1,542  |   |  |   | 2,579  |  
|Net increase (decrease) in
        short-term debt with maturities    |  |   |        |   |  |   |        |   |  |   |        |  
|of ninety
        days or less                                        |  |   | 4,786  |   |  |   | (2,710 | ) |  |   | (12    | )
|Issuance of debt                                                      |  |   | 6,517  |   |  |   | 12,208 |   |  |   | 6,636  |  
|Redemption of debt                                                    |  |   | (6,427 | ) |  |   | (7,250 | ) |  |   | (7,853 | )
|Dividends
        paid                                                |  |   | (750   | ) |  |   | (500   | ) |  |   | (200   | )
|Net
        cash provided by financing activities                     |  |   | 3,222  |   |  |   | 3,290  |   |  |   | 1,150  |  
|Net increase (decrease) in
        cash and cash equivalents          |  |   | 2,188  |   |  |   | (314   | ) |  |   | (2,751 | )
|Cash
        and cash equivalents at beginning of year                |  |   | 737    |   |  |   | 1,051  |   |  |   | 3,802  |  
|Cash
        and cash equivalents at end of year                      |  | $ | 2,925  |   |  | $ | 737    |   |  | $ | 1,051  |  

See Notes to Consolidated Financial Statements.F-5

---



AMERICAN EXPRESS CREDIT CORPORATIONCONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

|                                                    |  |       |       |   |       |        |         |                           |               |          | Accumulated |   |     |   | 
|--------------------------------------------------- |  | ----- | ----- | - | ----- | ------ | ------- | ------------------------- | ------------- | -------- | ----------- | - | --- | - | 
|                                                    |  |       |       |   |       |        |         |                           |               |          | Other       |   |     |   | 
|                                                    |  |       |       |   |       | Common |         | Capital                   | Comprehensive |          | Retained    |  
|Three
        Years Ended December 31, (Millions)   |  | Total |       |   | Stock |        | Surplus | (Loss)
          / Income |               | Earnings |            
|Balances
        at December 31, 2004               |  | $     | 2,992 |   |       | $      | 1       |                           | $             | 161      |             | $ | (35 | ) | 
|Comprehensive
        income:                       |  |       |       |   |       |        |         |                           |               |          |             |   |     |   | 
|Net
        income                                  |  |       | 415   |   |       |        |         |                           |               |          |             |   |     |   | 
|Change
        in net unrealized securities gains   |  |       | 9     |   |       |        |         |                           |               |          |             |   | 9   |   | 
|Change
        in net unrealized derivatives gains  |  |       | 60    |   |       |        |         |                           |               |          |             |   | 60  |   | 
|Derivatives
        gains reclassified to earnings  |  |       | 8     |   |       |        |         |                           |               |          |             |   | 8   |   | 
|Foreign
        currency translation adjustments    |  |       | (14   | ) |       |        |         |                           |               |          |             |   | (14 | ) | 
|Total
        comprehensive income                  |  |       | 478   |   |       |        |         |                           |               |          |             |   |     |   | 
|Cash
        dividends paid                         |  |       | (200  | ) |       |        |         |                           |               |          |             |   |     |   | 
|Balances
        at December 31, 2005               |  |       | 3,270 |   |       |        | 1       |                           |               | 161      |             |   | 28  |   | 
|Comprehensive
        income:                       |  |       |       |   |       |        |         |                           |               |          |             |   |     |   | 
|Net
        income                                  |  |       | 622   |   |       |        |         |                           |               |          |             |   |     |   | 
|Change
        in net unrealized securities gains   |  |       | 21    |   |       |        |         |                           |               |          |             |   | 21  |   | 
|Change
        in net unrealized derivatives gains  |  |       | 22    |   |       |        |         |                           |               |          |             |   | 22  |   | 
|Derivatives
        losses reclassified to earnings |  |       | (69   | ) |       |        |         |                           |               |          |             |   | (69 | ) | 
|Foreign
        currency translation adjustments    |  |       | 55    |   |       |        |         |                           |               |          |             |   | 55  |   | 
|Total
        comprehensive income                  |  |       | 651   |   |       |        |         |                           |               |          |             |   |     |   | 
|Post retirement benefit
        adjustment          |  |       | (2    | ) |       |        |         |                           |               |          |             |   | (2  | ) | 
|Cash
        dividends paid                         |  |       | (500  | ) |       |        |         |                           |               |          |             |   |     |   | 
|Balances
        at December 31, 2006               |  |       | 3,419 |   |       |        | 1       |                           |               | 161      |             |   | 55  |   | 
|Comprehensive
        income:                       |  |       |       |   |       |        |         |                           |               |          |             |   |     |   | 
|Net
        income                                  |  |       | 720   |   |       |        |         |                           |               |          |             |   |     |   | 
|Change
        in net unrealized securities gains   |  |       | 23    |   |       |        |         |                           |               |          |             |   | 23  |   | 
|Change
        in net unrealized derivatives gains  |  |       | (26   | ) |       |        |         |                           |               |          |             |   | (26 | ) | 
|Derivatives
        losses reclassified to earnings |  |       | (14   | ) |       |        |         |                           |               |          |             |   | (14 | ) | 
|Foreign
        currency translation adjustments    |  |       | 87    |   |       |        |         |                           |               |          |             |   | 87  |   | 
|Total
        comprehensive income                  |  |       | 790   |   |       |        |         |                           |               |          |             |   |     |   | 
|Post retirement
        benefit adjustment          |  |       | 2     |   |       |        |         |                           |               |          |             |   | 2   |   | 
|Adoption
        of FIN 48                          |  |       | (15   | ) |       |        |         |                           |               |          |             |   |     |   | 
|Cash
        dividends paid                         |  |       | (750  | ) |       |        |         |                           |               |          |             |   |     |   | 
|Balances
        at December 31, 2007               |  | $     | 3,446 |   |       | $      | 1       |                           | $             | 161      |             | $ | 127 |   | 

See Notes to Consolidated Financial Statements.F-6

---



AMERICAN EXPRESS CREDIT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

---

Note 1Summary of Significant Accounting Policies

Basis of Presentation

American Express Credit Corporation, together with its subsidiaries (Credco), is a wholly-owned subsidiary of American Express Travel Related Services Company, Inc. (TRS), which is a wholly-owned subsidiary of American
Express Company (American Express).

Credco is primarily engaged in the business of financing non-interest-bearing cardmember receivables arising from the use of the American Express®card, the American Express®Gold card, Platinum card®,
Corporate card and other American Express cards issued in the United States, and in designated currencies outside the United States. Credco also purchases certain interest-bearing and discounted revolving loans and extended payment plan
receivables comprised of American Express credit cards and Sign & Travel®, although interest-bearing and revolving loans are primarily funded by subsidiaries
of TRS other than Credco. American Express charge cards and American Express credit cards are collectively referred to herein as the card.

Principles of Consolidation

The Consolidated Financial Statements of Credco are prepared in conformity with U.S. generally accepted accounting principles (GAAP). All significant intercompany transactions are eliminated.

Credco consolidates all voting interest entities in which Credco holds a greater than 50 percent voting interest. Entities in which Credcos voting interest is 20 percent or more but is less than 50 percent are
accounted for under the equity method. All other investments are accounted for under the cost method unless Credco determines that it exercises significant influence over an entity by means other than voting rights, in which case the entity is
accounted for under the equity method.

Credco also consolidates any Variable Interest Entities (VIEs) for which it is considered to be the primary beneficiary. The determination of whether an entity is a VIE is based on the amount and characteristics of the
entitys equity. In general, an enterprise is required to consolidate a VIE when it has a variable interest and it is deemed to be the primary beneficiary (meaning that it will absorb a majority of the VIEs expected losses or receive a
majority of the VIEs expected residual return). Credcos involvement with VIEs is limited and is comprised of one entity established to fund loans to affiliates in an international market.  Credco has no significant interest in a
VIE for which it is not considered the primary beneficiary.

Certain reclassifications of prior period amounts have been made to conform to the current presentation of the Consolidated Balance Sheets, Consolidated Statements of Income and Consolidated Statements of Cash Flows,
including disclosures related to foreign currency translation adjustments and net cardmember receivables and loans. In addition, beginning prospectively on September 30, 2007, certain cardmember receivables were reclassified to loans to affiliates.

Foreign Currency

Assets and liabilities denominated in foreign currencies are translated into U.S. dollars based upon exchange rates prevailing at the end of each year. The resulting translation adjustments, along with any related
qualifying hedge and tax effects, are included in accumulated other comprehensive income (loss), a component of shareholders
equity. Translation adjustments, including qualifying hedge and tax effects,
are reclassified to earnings upon the sale or substantial liquidation of investments
in foreign operations. Revenues and expenses

F-7

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are translated at the average month-end exchange rates during the year. Gains and losses related to non-functional currency transactions, including non-U.S. operations where the functional currency is the U.S. dollar, are
reported net in other revenue or other expense, depending on the nature of the activity, in Credcos Consolidated Statements of Income. Net foreign currency transaction gains (losses) were immaterial for the years ended 2007, 2006 and
2005.

Amounts Based on Estimates and Assumptions

Accounting estimates are an integral part of the Consolidated Financial Statements. These estimates are based, in part, on managements assumptions concerning future events. Among the more significant assumptions are
those that relate to reserves for cardmember losses relating to cardmember receivables and loans. These accounting estimates reflect the best judgment of management, but actual results could differ.

Discount Revenue

Credco earns discount revenue from purchasing cardmember receivables and loans at a discount to par value. The discount is deferred and recognized as revenue ratably over the period that the receivables are estimated to be
outstanding. Estimates are based on the recent historical average life of cardmember receivables.

Finance Revenue

Cardmember lending finance revenues are assessed using the average daily balance method for receivables owned and are recognized based upon the principal amount outstanding in accordance with the terms of the applicable
account agreement until the outstanding balance is paid or written-off.

Interest Income from Investments

Interest income for Credcos performing fixed-income securities is accrued as earned using the effective interest method, which adjusts the yield for security premiums and discounts, fees and other payments, so that
the related security recognizes a constant rate of return on the outstanding balance throughout its term. These amounts are recognized until these securities are in default or when it is likely that future interest payments will not be made as
scheduled.

Income Taxes

The taxable income of Credco is included in the consolidated U.S. federal income tax return of American Express. Under an agreement with TRS, taxes are recognized on a separate company basis. American Express is subject to
the income tax laws of the U.S., its states and municipalities and those of the foreign jurisdictions in which American Express operates.  These tax laws are complex, and the manner in which they apply to the taxpayers facts is sometimes open
to interpretation.  In establishing a provision for income tax expense, management must make judgments about the application of these inherently complex tax laws.  Credco establishes a liability for unrecognized tax benefits, which are the
differences between a tax position taken or expected to be taken in a tax return and the benefit recognized in the financial statements.

In establishing a liability for an unrecognized tax benefit, assumptions may be made in determining whether a tax position is more likely than not to be sustained upon examination by the taxing authority and also in
determining the ultimate amount that is likely to be realized. A tax position is recognized when, based on managements judgment regarding the application of income tax laws, it is more likely than not that the tax position will be sustained
upon examination. The amount of tax benefit recognized is based on management's assessment of the most likely outcome on ultimate settlement with the taxing authority. This measurement is based on many factors, including whether a tax dispute may be
settled through negotiation with the taxing authority or is only subject to review in the courts.  As new information becomes available, management evaluates its tax positions, and adjusts its unrecognized tax benefits, as appropriate.
Interest and penalties relating to unrecognized tax benefits are reported in the income tax provision.

Credco does not provide for federal income taxes on foreign earnings
intended to be reinvested outside the United States.

F-8

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If the tax benefit ultimately realized differs from the amount previously recognized in the income tax provision, Credco recognizes an adjustment to the provision.

Deferred tax assets and liabilities are determined based on the differences between the financial statement and tax bases of assets and liabilities using the enacted tax rates expected to be in effect for the years in which
the differences are expected to reverse. A valuation allowance is established when management determines that it is more likely than not that all or some portion of the benefit of the deferred tax asset will not be realized.

Since deferred taxes measure the future tax effects of items recognized in the financial statements, certain estimates and assumptions are required to determine whether it is more likely than not that all or some portion of
the benefit of a deferred tax asset will not be realized. In making this assessment, management analyzes and estimates the impact of future taxable income, reversing temporary differences and available tax planning strategies. These assessments are
performed quarterly, taking into account any new information.

Should a change in facts or circumstances lead to a change in judgment about the ultimate realizability of a deferred tax asset, Credco records or adjusts the related valuation allowance in the period that the change in
facts or circumstances occurs, along with a corresponding increase or decrease to the income tax provision.

Cash and Cash Equivalents

Credco has defined cash equivalents to include time deposits and other highly liquid investments with original maturities of 90 days or less.

Investment Securities

Investment securities include debt and equity securities classified as Available-for-Sale investment securities that are carried at fair value on the Consolidated Balance Sheets with unrealized gains (losses) recorded in
accumulated other comprehensive income (loss), net of income tax provisions (benefits). Gains and losses are recognized in the Consolidated Statements of Income in other revenue upon disposition of the securities. Gains and losses on these
investments are recognized using the specific identification method on a trade date basis. Realized losses are also recognized when management determines that a decline in value is other-than-temporary, which requires judgment regarding the amount
and timing of recovery. Indicators of other-than-temporary impairment for debt securities include issuer downgrade, default or bankruptcy. Credco also considers the extent to which cost exceeds fair value, the duration and size of that gap and
managements judgment about the issuers current and prospective financial condition.

Credco obtains fair value of investment securities primarily from third party pricing vendors engaged by Credco. When available, quoted market prices are used to determine fair value. If quoted market prices are not
available, fair values are estimated using pricing models, where the inputs to those models are based on observable market inputs. The inputs to the valuation models vary by the type of security being priced but are typically benchmark yields,
reported trades, broker dealer quotes, and prices of similar assets. Pricing models generally do not entail material subjectivity because the methodologies employed use inputs observed from active markets.

Cardmember Receivables and Loans

Cardmember receivables represent amounts due from American Express charge card customers and are recorded at the time they are purchased from TRS and certain of its subsidiaries that issue the card (Card Issuers). Cardmember
receivable balances are presented on the Consolidated Balance Sheets net of reserves for losses and typically include principal and any related accrued fees.  Cardmember receivables also include participation interests purchased from an affiliate.
Participation interests in cardmember receivables represent undivided interests in the cash flows of the non-interest-bearing cardmember receivables and are purchased without recourse by Credco Receivables Corporation (CRC) from American Express
Receivables Financing Corporation

F-9

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V LLC (RFC V). During May 2005,
    TRS established the American Express Issuance Trust (AEIT), which is used
    to securitize cardmember receivables originated by TRS and its subsidiaries.
    AEIT is a non-qualifying special purpose entity that is consolidated by RFC V. RFC V, in turn, is consolidated by TRS. Beginning in May 2005, CRC purchased participation interests held by AEIT from RFC V.

Cardmember loans represent amounts due from customers of American Express lending products, and are recorded at the time they are purchased from TRS. These loans are presented on the Consolidated Balance Sheets net of
reserves for cardmember losses and include accrued interest receivable and fees as of the balance sheet date. Additionally, cardmember loans include balances with extended payment terms on certain charge card products, such as Sign &
Travel®and Extended Payment Option. Credcos policy is to cease accruing for interest receivable once a cardmember loan is greater than 180 days past due.
Accruals that cease generally are not resumed.

Reserves for Losses  Cardmember Receivables and Loans

Credcos reserves for losses relating to cardmember receivables and loans represent managements best estimate of losses inherent in Credcos outstanding portfolio of receivables and loans. Managements
evaluation process requires certain estimates and judgments. Reserves for these losses are primarily based upon models that analyze specific portfolio statistics and also reflect, to a lesser extent, managements judgment regarding overall
reserve adequacy. The analytic models take into account several factors, including average write-off rates for various stages of receivable aging (i.e., current, 30 days, 60 days, 90 days) over a 24-month period and average bankruptcy and recovery
rates. Management considers whether to adjust the analytic models based on other factors, such as the level of coverage and recent trends of past-due accounts, as well as leading economic and market indicators, such as the unemployment rate, the
consumer confidence index, the purchasing managers index, bankruptcy filings and the legal and regulatory environment. In periods of greater stress in the credit markets, managements judgments around the reserves may require a more
qualitative assessment.

Receivables and loans are written-off when management deems amounts to be uncollectible, which is generally determined by the numbers of days past due. In general, receivables accounts are written-off when 360 days past due
for charge card products and 180 days past due for lending products. Receivables in bankruptcy and deceased accounts are written-off upon notification. Given both the size and the volatility of write-offs, management continually monitors evolving
trends and adjusts its business strategy accordingly. To the extent historical credit experience is not indicative of future performance actual loss experience could differ significantly from managements judgments and expectations, resulting
in either higher or lower future provisions for losses, as applicable.

Derivative Financial Instruments and Hedging Activities

All derivatives are recognized at fair value as either assets or liabilities on Credcos Consolidated Balance Sheets. The fair value of Credcos derivative financial instruments are determined using either market
quotes or valuation models that are based upon the net present value of estimated future cash flows and incorporate current market data inputs. Credco reports its derivative assets and liabilities in other assets and other liabilities, respectively,
on a net by counterparty basis where management believes it has the legal right of offset under enforceable netting arrangements. The accounting for the change in the fair value of a derivative financial instrument depends on its intended use and
the resulting hedge designation, if any, as discussed below.

Cash flow hedgesA cash flow hedge is a derivative designated to hedge the exposure of variable future cash flows that is attributable to a particular risk associated with an existing recognized asset or liability or a forecasted
transaction. For derivative financial instruments that qualify as cash flow hedges, the effective portions of the gain or loss on the derivatives are recorded in accumulated other comprehensive income (loss) and reclassified into earnings when the
hedged item or transactions impact earnings. The amount that is reclassified into earnings is presented in the Consolidated Statement of Income with the hedged instrument or transaction impact,

F-10

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generally, in interest expense.
    Any ineffective portion of the gain or loss, as determined by the accounting
    requirements, is reported as a component of other revenue. If a hedge is
    de-designated or terminated prior to maturity, the amount previously recorded
    in accumulated other comprehensive income (loss) is recognized into earnings
over the period that the hedged item impacts earnings. If a hedge relationship is discontinued because it is probable that the forecasted transaction will not occur according to the original strategy, any related
amounts previously recorded in accumulated other comprehensive income (loss) are recognized into earnings immediately.

Fair value hedgesA fair value hedge is a derivative designated to hedge the exposure of future changes in the fair value of an asset or liability, or an identified portion thereof that is attributable to a particular risk. For derivative
financial instruments that qualify as fair value hedges, changes in the fair value of the derivatives, as well as of the corresponding hedged assets, liabilities or firm commitments, are recorded in earnings as a component of other revenue. If a
fair value hedge is de-designated or terminated prior to maturity, previous adjustments to the carrying value of the hedged item are recognized into earnings to match the earnings pattern of the hedged item.

Net investment hedges in foreign operationsA net investment hedge in foreign operations is a derivative used to hedge future changes in currency exposure of a net investment in a foreign operation. For derivative financial instruments that qualify as net investment
hedges in foreign operations, the effective portions of the change in fair value of the derivatives are recorded in accumulated other comprehensive income (loss) as part of the cumulative translation adjustment. Any ineffective portions of net
investment hedges are recognized in other revenue during the period of change.

Non-designated derivativesFor derivative financial instruments that do not qualify for hedge accounting or are not designated as hedges, changes in fair value are reported in current period earnings generally as a component of other revenue, other
operating expenses or interest expense, depending on the type of derivative instrument and the nature of the transaction.

Derivative financial instruments that qualify for hedge accountingDerivative
financial instruments that are entered into for hedging purposes are designated
as such when Credco enters into the contract. For all derivative financial instruments
that are designated for hedging activities, Credco formally documents all of
the hedging relationships between the hedge instruments and the hedged items
at the inception of the relationships. Management also formally documents its
risk management objectives and strategies for entering into the hedge transactions.
Credco formally assesses, at inception and on a quarterly basis, whether derivatives
designated as hedges are highly effective in offsetting the fair value or cash
flows of hedged items. These assessments usually are made through the application
of statistical measures. Credco does not apply the short cut method
of hedge accounting to any transactions. In accordance with its risk management
policies, Credco generally structures its hedges with very similar terms to the
hedged items. Therefore, when applying the accounting requirements, Credco generally
recognizes insignificant amounts of ineffectiveness through earnings. If it is
determined that a derivative is not highly effective as a hedge, Credco will
discontinue the application of hedge accounting.

Recently Issued Accounting Standards

The Financial Accounting Standards Board (FASB) has recently issued the following accounting standards, which are effective beginning January 1, 2008. The adoption of the accounting standards listed below
will not have a material impact on Credcos financial position or results of operations.

- Statement of Financial Accounting Standard (SFAS) No. 157, Fair Value Measurements (SFAS No. 157), defines fair value, establishes a framework for
measuring fair value and applies broadly to financial and non-financial assets and liabilities reported or disclosed at fair value under existing authoritative accounting pronouncements. SFAS No. 157 also establishes a multi-level hierarchy that prioritizes the inputs to the valuation techniques used to measure fair value. In addition, SFAS No.
157 expands

F-11

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- SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities - Including an amendment of

FASB Statement No. 115 (SFAS No. 159), provides
companies with an  option to report selected financial assets and liabilities
at fair value. SFAS No. 159 allows entities to irrevocably elect, on a contract
by contract basis, fair market value as the  initial and subsequent measurement
for certain financial assets and financial liabilities. Credco does not plan to
elect the option to fair value any financial assets or financial  liabilities
under SFAS No. 159.
- Emerging Issues Task Force Issue No. 06-11, Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards (EITF 06-11), clarifies when income tax benefits from
dividends paid on share-based payment awards should be recognized in equity or the income statement.

In addition to the above, the FASB has recently issued the following accounting standards, which are effective beginning January 1, 2009. Credco is currently evaluating the impact of these accounting standards.

- SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements" (SFAS No. 160), which is to be retrospectively applied, requires entities to include noncontrolling (minority)
interests in partially owned consolidated subsidiaries within shareholders equity in the consolidated financial statements. SFAS No. 160 also requires the consolidating entity to include the earnings of the consolidated subsidiary attributable to the noncontrolling interest holder in its income statement with an
offsetting charge (credit) to the non-controlling interest in shareholders equity.

Note 2 Investment Securities

The following is a summary of investment securities classified as Available-for-Sale at December 31:

|                                  |      | 2007 |       | 2006
|--------------------------------- | ---- | ---- | ----- | ----
|                                  |      |      |       |     
|                                  |      |      |       |     
|(Millions)                        | Cost |      | Gains |     
|                                 
|U.S. Treasury and government      |      |      |       |     
|agency securities                 |      | $    | 2,048 |     
|                                 
|U.S. Treasury and government      |      |      |       |     
|agency securities  restricted(a) |      |      | 953   |     
|Total                             |      | $    | 3,001 |     

|(a) |  | U.S. Treasury and government agency securities - restricted at December 31, 2007 and 2006, represented $970 and $716 million, respectively, of securities loaned out on an
    overnight basis to financial institutions under the securities lending program described on page F-13.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

At December 31, 2007, there were no U.S. Treasury and government agency securities held in an unrealized loss position. At December 31, 2006, $1 billion of Credcos U.S. Treasury and government agency securities were
held in a continuous unrealized loss position for less than twelve months and the gross unrealized losses associated were $2 million.

Credco reviews and evaluates investment securities at least quarterly and more often as market conditions may require to identify investment securities that have indications of possible other-than-temporary impairments. The

F-12

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determination of other-than-temporary
    impairment is a subjective process, requiring the use of judgments and assumptions.
    Accordingly, Credco considers several factors when evaluating securities
    for an other-than-temporary impairment, including the extent to which amortized
    cost exceeds fair value, the duration and size of that difference, and the issuers credit rating. Key metrics in performing this evaluation are the ratio of fair value to amortized cost and the determination of whether the difference is due to credit risk or market
interest rate risk, whether Credco has the intent and ability to hold the securities for a time sufficient to recover the unrealized losses. As of December 31, 2007, there were no unrealized losses or temporary impairments by ratio of fair value to
amortized cost.

The change in net unrealized securities gains (losses) in other comprehensive income includes two components: (i) holding gains (losses), which are unrealized gains (losses) that arose from changes in market value of
securities that were held during the period; and (ii) reclassification for realized (gains) losses, which are gains (losses) that were previously unrealized, but have been recognized in current period net income due to sales of Available-for-Sale
securities.

The following table summarizes the net change in accumulated other comprehensive income (loss) related to unrealized securities gains and losses:

|Years
    Ended December 31, (Millions, net of tax)  |  |   | 2007 |  |   | 2006 |   |  |   | 2005 |  
|---------------------------------------------------- |  | - | ---- |  | - | ---- | - |  | - | ---- | -
|Balance
        at beginning of year                 |  | $ | 5    |  | $ | (16  | ) |  | $ | (25  | )
|Unrealized gains (losses)                            |  |   | 23   |  |   | 5    |   |  |   | (16  | )
|Reclassification
        for realized (gains) losses |  |   | -    |  |   | 16   |   |  |   | 25   |  
|Net unrealized
        securities gains (losses) in  |  |   |      |  |   |      |   |  |   |      |  
|other
        comprehensive income                   |  |   | 23   |  |   | 21   |   |  |   | 9    |  
|Balance
        at end of year                       |  | $ | 28   |  | $ | 5    |   |  | $ | (16  | )

The following is a distribution of Available-for-Sale investment securities by maturity as of December 31, 2007:

|(Millions) |  |   | Cost  |  | Estimated
          Fair Value |  
|---------- |  | - | ----- |  | ------------------------------ | -
|2008       |  | $ | 800   |  |                                | $
|2009       |  |   | 2,201 |  |                                |  
|Total      |  | $ | 3,001 |  |                                | $

Under securities lending agreements, Credco lends certain investment securities on an overnight basis to financial institutions. These lending arrangements are collateralized by an amount equal to at least 102 percent of
the fair market value of the investment securities lent. Collateral received by Credco can be in the form of cash or marketable U.S. Treasury or government agency securities. Credco may only retain or sell these securities in the event of a borrower
default. Credcos loaned investment securities are considered restricted and pledged assets and, therefore, have been reclassified as investment securities restricted on the Consolidated Balance Sheet. The marketable securities received as
collateral are not recorded in its Consolidated Balance Sheet, as Credco is not permitted to sell or repledge these securities absent a borrower default. Fees received from the securities lending transactions are recorded as interest income from
investments. At December 31, 2007 and 2006, approximately $970 million and $716 million, respectively, of investment securities were loaned under these agreements.

F-13

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Note 3Cardmember Receivables and Loans

For the year ended December 31, Credco purchased the following:

|(Billions)               |  | 2007 |       | 2006
|------------------------ |  | ---- | ----- | ----
|Cardmember receivables   |  | $    | 291.7 |     
|Cardmember
        loans |  | $    | 1.7   |     

The following table presents the changes in the reserve for losses related to cardmember receivables and loans:

|Years
        Ended December 31, (Millions)                    |  |   | 2007 |   |  |   | 2006 |   |  |   | 2005 |  
|-------------------------------------------------------------- |  | - | ---- | - |  | - | ---- | - |  | - | ---- | -
|Reserve for losses:                                            |  |   |      |   |  |   |      |   |  |   |      |  
|Balance at beginning of year                                   |  | $ | 749  |   |  | $ | 686  |   |  | $ | 610  |  
|Additions:                                                     |  |   |      |   |  |   |      |   |  |   |      |  
|Provision
    for losses(1)                                    |  |   | 842  |   |  |   | 589  |   |  |   | 662  |  
|Other credits(2)                                               |  |   | 14   |   |  |   | 11   |   |  |   | 552  |  
|Deductions:                                                    |  |   |      |   |  |   |      |   |  |   |      |  
|Accounts
    written-off(1)                                    |  |   | 666  |   |  |   | 532  |   |  |   | 600  |  
|Other charges(3)                                               |  |   | 98   |   |  |   | 5    |   |  |   | 538  |  
|                                                               |  |   |      |   |  |   |      |   |  |   |      |  
|Balance at end of year                                         |  | $ | 841  |   |  | $ | 749  |   |  | $ | 686  |  
|                                                               |  |   |      |   |  |   |      |   |  |   |      |  
|Reserve for losses as a percentage
        of gross cardmember |  |   |      |   |  |   |      |   |  |   |      |  
|receivables
        and loans owned at year-end                |  |   | 3.12 | % |  |   | 2.66 | % |  |   | 2.73 | %

|(1) | Includes net of recoveries on accounts previously written-off of $175 million, $158 million, and $172 million in 2007, 2006 and 2005, respectively.                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Reserve balances applicable to new groups of cardmember receivables and loans purchased from TRS and certain of its subsidiaries and participation interests purchased from affiliates.
|   
|(3) | Primarily relates to reserve balances applicable to certain groups of cardmember receivables and loans and participation interests sold to affiliates.                                 
|   

Note 4Short-Term Debt

Credcos short-term debt outstanding, defined as debt with original maturities of less than one year, at December 31, was as follows:

|(Millions)                 |  | 2007        |  | 2006    
|-------------------------- |  | ----------- |  | --------
|                           |  |             |  |         
|                           |  |             |  | Year-End
|                           |  |             |  | Stated  
|                           |  | Outstanding |  | Rate on 
|                           |  | Balance     |  | Debt(a) 
|                          
|Commercial paper           |  | $10,489     |  | 4.36%   
|Borrowed Funds             |  | 305         |  | 4.85%   
|Bank
        notes payable |  | 299         |  | 4.71%   
|Total                      |  | $11,093     |  | 4.38%   

|(a) | For floating rate debt issuances, the stated and effective interest rates were based on the floating rates in effect at December 31, 2007 and 2006, respectively. These rates are not an indication of future interest
rates.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | Effective interest rates are only presented if swaps are in place to hedge the underlying debt at the respective year-end.                                                                                                   

Credco has various facilities available to obtain short-term funding, including the issuance of commercial paper and agreements with banks. At December 31, 2007, there was $305 million of short-term borrowings under
uncommitted lines of credit. Unused lines of credit available to support commercial paper borrowings were approximately $8.2 billion and $8.1 billion at December 31, 2007 and 2006, respectively. Credco pays fees to the financial institutions that
provide these credit line facilities.

F-14

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Credco paid $836 million, $615 million and $494 million of interest on short-term debt obligations in 2007, 2006 and 2005, respectively.

Note 5 Long-Term Debt

Credcos long-term debt outstanding, defined as debt with original maturities of one year or greater, at December 31, was as follows:

|(Millions)                     |  |           |  |             |  | 2007    |  |             |  |             |  | 2006    |  |            
|------------------------------ |  | --------- |  | ----------- |  | ------- |  | ----------- |  | ----------- |  | ------- |  | -----------
|                               |  |           |  |             |  | Year-   |  | Year-End    |  |             |  | Year-   |  | Year-End   
|                               |  |           |  |             |  | End     |  | Effective   |  |             |  | End     |  | Effective  
|                               |  |           |  |             |  | Stated  |  | Interest    |  |             |  | Stated  |  | Interest   
|                               |  | Maturity  |  | Outstanding |  | Rate on |  | Rate with   |  | Outstanding |  | Rate on |  | Rate with  
|                               |  | Dates     |  | Balance     |  | Debt(a) |  | Swaps(a)(b) |  | Balance     |  | Debt(a) |  | Swaps(a)(b)
|                              
|Fixed and Floating Rate Senior |  |           |  |             |  |         |  |             |  |             |  |         |  |            
|Notes(c)(d)                    |  | 2008-2017 |  | $  19,137   |  | 4.98%   |  | 4.97%       |  | $  19,037   |  | 5.10%   |  | 5.10%      
|Borrowings under Bank Credit   |  |           |  |             |  |         |  |             |  |             |  |         |  |            
|Facilities                     |  | 2012      |  | 3,146       |  | 7.34%   |  | 7.09%       |  | 2,753       |  | 6.69%   |  | 6.49%      
|Total                          |  |           |  | $  22,283   |  | 5.31%   |  |             |  | $  21,790   |  | 5.30%   |  |            

|(a) | For floating rate debt issuances, the stated and effective interest rates were based on the floating rates in effect at December 31, 2007 and 2006, respectively. These rates are not indicative of future interest
rates.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | Effective interest rates are only presented when swaps are in place to hedge the underlying debt at the respective year-end.                                                                                              
|   
|(c) | As of December 31, 2007, Credcos outstanding debt includes $19 million of long-term note held by an affiliate.                                                                                                           
|   
|(d) | Includes current portion of long-term debt of $7.4 billion and $3.4 billion at December 31, 2007 and 2006, respectively.                                                                                                  

Aggregate annual maturities of long-term debt are as follows (millions):

|Year       |  |  |   |        | 
|---------- |  |  | - | ------ | 
|2008       |  |  | $ | 7,411  | 
|2009       |  |  |   | 5,643  | 
|2010       |  |  |   | 2,515  | 
|2011       |  |  |   | 1,554  | 
|2012       |  |  |   | 4,748  | 
|Thereafter |  |  |   | 412    | 
|Total      |  |  | $ | 22,283 | 

Credco paid interest on long-term debt obligations of $1,214 million, $930 million and $603 million in 2007, 2006 and 2005, respectively.

Other financial institutions have committed to extend lines of credit to Credco of $11.6 billion and $10.8 billion at December 31, 2007 and 2006, respectively. Of these amounts, $8.2 billion and $8.1 billion remained
available for use as of December 31, 2007 and 2006, respectively.

Note 6 Restrictions as to Dividends and Limitations on Indebtedness

The most restrictive limitation on dividends imposed by the debt instruments issued by Credco is the requirement that Credco maintain a minimum consolidated net worth of $50 million. There are no limitations on the amount
of debt that can be issued by Credco.

Note 7 Derivatives and Hedging Activities

Credco uses derivative financial instruments to manage exposure to various market risks such as changes in benchmark interest rates and foreign exchange rates. The value of derivative instruments is derived from an
underlying variable or multiple variables, including interest rate, foreign exchange, and equity, indices or prices. Credco does not engage in any trading activities. Credit risk associated with Credcos derivatives is limited to

F-15

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the risk that
  a derivative counterparty will not perform in accordance with the terms of
    the contract. To mitigate that risk, Credcos counterparties are all required to be pre-approved and rated as investment grade or higher. Additionally, Credco enters
  into master netting agreements with its counterparties wherever practical.

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

|(Millions)                                   |  | 2007   |    | 2006       
|-------------------------------------------- |  | ------ | -- | -----------
|                                             |  | Assets |    | Liabilities
|                                            
|Cash flow hedges                             |  | $      | 11 |            
|Fair value hedges                            |  |        | 30 |            
|Net investment hedges                        |  |        | 3  |            
|Derivatives
        not designated as hedges |  |        | 29 |            
|Total
        fair value, excluding accruals |  | $      | 73 |            

The following table summarizes the income effects of derivatives for the years ended December 31:

|(Millions)                                                     |  | 2007 |    | 2006 |   | 2005 | 
|-------------------------------------------------------------- |  | ---- | -- | ---- | - | ---- | 
|                                                              
|Cash flow hedges, net of
        tax(a):                       |  |      |    |      |   |      | 
|Ineffective
    net gains                                      |  | $    | -  |      | $ | -    | 
|Reclassification
        of realized gains (losses) from other |  |      |    |      |   |      | 
|comprehensive
        income (loss)                            |  | $    | 14 |      | $ | 69   | 

|(a) | There were no (losses) gains due to exclusion of any component of derivative instruments from the assessment of hedge effectiveness for 2007, 2006 and 2005.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

For fair value hedges, there were no gains or losses on derivative transactions or portions thereof that were excluded from the assessment of hedge effectiveness. The amount of hedge ineffectiveness recognized for the years
ended December 31, 2007, 2006 and 2005 was immaterial.

The following table summarizes the net change in accumulated other comprehensive income (loss) of derivatives for the years ended December 31:

|(Millions)                                                                |  | 2007 |     |   | 2006 |   |              | 2005 | 
|------------------------------------------------------------------------- |  | ---- | --- | - | ---- | - | ------------ | ---- | 
|                                                                          |  |      |     |   |      |   |              |      | 
|Cash flow hedges, net of
        tax(a):                                  |  |      |     |   |      |   |              |      | 
|Unrealized (losses)
        gains                                         |  | $    | (26 | ) |      | $ | 22           |      | 
|Reclassification
        for realized (gains) losses                      |  |      | (14 | ) |      |   | (69          | )    | 
|Net
        change in accumulated other comprehensive (loss) income       |  | $    | (40 | ) |      | $ | (
        47 | )    | 
|                                                                          |  |      |     |   |      |   |              |      | 
|Net investment hedges:                                                    |  |      |     |   |      |   |              |      | 
|Net
        losses related to hedges in cumulative translation adjustment |  | $    | (43 | ) |      | $ | (15          | )    | 
|Net
        change in accumulated other comprehensive loss                |  | $    | (43 | ) |      | $ | (15          | )    | 

|(a) | The net unrealized derivatives (losses) gains, net of tax, reflected in accumulated other comprehensive income as of December 31, 2007, 2006 and 2005, were $(30) million, $10 million and $57 million,
respectively.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Cash Flow HedgesA cash flow hedge is a derivative designated to hedge the exposure of variable future cash flows that is attributable to a particular risk associated with an existing recognized asset or liability or a forecasted

F-16

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transaction. Credco hedges existing
    long-term debt, the rollover of short-term borrowings, primarily commercial
    paper, and the anticipated forecasted issuance of additional funding
    through the use of derivative instruments, primarily interest rate swaps. These derivative instruments effectively fix the interest expense for the duration of the swap.

At December 31, 2007, Credco expects to reclassify $37 million of net pretax loss on derivative instruments from accumulated other comprehensive income (loss) to earnings during the next twelve months. In the event that
cash flow hedge accounting is no longer applied (i.e. Credco de-designates a derivative as hedge, a hedge is no longer considered to be highly effective, or the forecasted transaction being hedged is no longer probable of occurring), the
reclassification from accumulated other comprehensive income (loss) into earnings may be accelerated and all future market value fluctuations of the derivative will be reflected in earnings.

Currently, the longest period of time over which Credco is hedging exposure to variability in future cash flows for forecasted transactions is approximately two years, which is related to bank notes.

Fair Value HedgesA fair value hedge is a derivative designated to hedge the exposure of future changes in the fair value of an asset or a liability, or an identified portion thereof that is attributable to a particular risk. Credco is
exposed to interest rate risk associated with fixed-rate debt and, from time to time, uses interest rate swaps to convert certain fixed-rate debt to floating-rate.

Net Investment HedgesA
net investment hedge in a foreign operation is a derivative used to hedge future
changes in currency exposure of a net investment in a foreign operation. Credco
designates foreign currency derivatives, primarily forward agreements, as hedges
of net investments in certain foreign operations. These derivatives reduce exposure
to changes in currency exchange rates on Credcos investments in non-U.S.
subsidiaries.

Derivatives not Designated as HedgesCredco has economic hedges that either do not qualify or are not designated for hedge accounting treatment. Foreign currency transactions and non-U.S. dollar cash flow exposures are economically hedged, where practical,
through foreign currency contracts, primarily forward contracts, foreign currency options and cross-currency swaps, and generally mature within one year. Foreign currency contracts involve the purchase and sale of a designated currency at an agreed
upon rate for settlement on a specified date. The following table provides the total fair value, excluding accruals, of these derivative products assets and liabilities as of December 31:

|(Millions)                                   |  | 2007   |  | 2006       
|-------------------------------------------- |  | ------ |  | -----------
|                                             |  | Assets |  | Liabilities
|Foreign currency transactions                |  | $  32  |  | $  23      
|Interest
        rate swaps                  |  | -      |  | 2          
|Total
        fair value, excluding accruals |  | $  32  |  | $  25      
|                                            
|Note 8 Variable Interest
          Entities  |  |        |  |            

Credco established a variable interest entity (American
Express Canada Credit Corporation) used primarily to loan funds to affiliates,
which are funded by third party borrowings. Credco is considered the primary
beneficiary  of the entity and, therefore, consolidates the entity. Total assets
as of December 31, 2007 and 2006 were $2.6 billion and $2.2 billion, respectively.
Total liabilities as of December 31, 2007 and 2006 were $2.4 billion and $2.0
billion,  respectively. Credco consolidates this entity, because it owns all
of the outstanding voting interests and is considered the primary beneficiary.

F-17

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Note 9Transactions with Affiliates

In 2007, 2006 and 2005, Credco purchased cardmember receivables and loans without recourse from TRS and certain of its subsidiaries totaling approximately $293.4 billion, $281.0 billion and $259.9 billion, respectively. The
receivables agreements require TRS and other Card Issuers, at their expense, to perform accounting, clerical and other services necessary to bill and collect all cardmember receivables and loans owned by Credco. Since settlements under the
agreements occur monthly, an amount due from, or payable to, such affiliates may arise at the end of each month.

At December 31, 2007 and 2006, CRC owned approximately
$5.7 billion and $8.2 billion, respectively, of participation interests purchased
from RFC V. During the fourth quarter of 2007, CRC sold back $2.0 billion, net
of  reserve, of gross sellers interest in the charge cardmember receivables
to RFC V. RFC V securitized $2.0 billion of charge cardmember receivables through
the transfer of those assets to AEIT, which in turn issued notes to third-party
investors collaterized by the transferred assets. At  December 31, 2007 and 2006,
there was no participation interest in cardmember loans owned by CRC.

Other transactions with American Express and its subsidiaries for the years ended December 31 were as follows:

|December
        31, (Millions)                               |  |   | 2007   |  |   | 2006  |  |   | 2005  | 
|------------------------------------------------------------- |  | - | ------ |  | - | ----- |  | - | ----- | 
|Cash and cash equivalents
        maintained with affiliates  |  | $ | 4      |  | $ | 5     |  | $ | 7     | 
|Maximum month-end level of
        cash and cash              |  |   |        |  |   |       |  |   |       | 
|equivalents
        during the year                           |  |   | 9      |  |   | 145   |  |   | 10    | 
|Loans to affiliates                                           |  |   | 11,201 |  |   | 9,691 |  |   | 8,254 | 
|Due from affiliates                                           |  |   | 2,367  |  |   | 7     |  |   | -     | 
|Maximum month-end level of
        loans to affiliates        |  |   |        |  |   |       |  |   |       | 
|during
        the year                                       |  |   | 11,346 |  |   | 9,691 |  |   | 8,254 | 
|Short-term debt to affiliates                                 |  |   | 8,682  |  |   | 9,586 |  |   | 8,043 | 
|Maximum month-end level of
        borrowings during the year |  |   | 10,139 |  |   | 9,719 |  |   | 8,145 | 
|Interest income received
        from affiliates              |  |   | 650    |  |   | 523   |  |   | 396   | 
|Other income received from
        affiliates                 |  |   | 8      |  |   | 6     |  |   | 6     | 
|Interest expense paid to
        affiliates                   |  |   | 434    |  |   | 333   |  |   | 198   | 
|Service
        fees paid to affiliates(a)                    |  |   | 192    |  |   | 93    |  |   | 2     | 

|(a) | Fees paid to affiliates for related servicing of receivables purchased.
|--- | -----------------------------------------------------------------------

Credcos loans to affiliates represent fixed and floating rate interest-bearing intercompany borrowings by other wholly-owned TRS subsidiaries and American Express. Of the $11 billion outstanding as of December 31,
2007, $8 billion is due to the transfer of cardmember receivables and cardmember loans with recourse and is collateralized by third-party assets owned by American Express or TRS and its subsidiaries. Revenue earned from cardmember receivables with
recourse and cardmember receivables and loans funded by loans to affiliates is recorded as interest income from affiliates in the Consolidated Statement of Income. As of December 31, 2007, no significant amount of loss reserves have been recorded
and no amount of loans is 30 days or more past due.

At December 31, 2007, short-term debt with affiliates was $8.7 billion resulting in a year-end weighted average effective interest rate of 4.83 percent.

F-18

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Components of loans to affiliates at December 31 were as follows:

|(Millions)                                         |  |   | 2007   |  |   | 2006  | 
|-------------------------------------------------- |  | - | ------ |  | - | ----- | 
|TRS Parent                                         |  | $ | -      |  | $ | 531   | 
|TRS Subsidiaries:                                  |  |   |        |  |   |       | 
|American
        Express Australia Limited         |  |   | 3,897  |  |   | 3,529 | 
|American
        Express Services Europe Limited   |  |   | 3,659  |  |   | 3,360 | 
|Amex Bank
        of Canada                        |  |   | 2,664  |  |   | 2,166 | 
|American
        Express International, Inc.       |  |   | 535    |  |   | 105   | 
|American
        Express Co. (Mexico) S.A. De C.V. |  |   | 446    |  |   | -     | 
|Total                                              |  | $ | 11,201 |  | $ | 9,691 | 

As part of its receivables funding activities, Credco regularly reviews funding sources and strategies in international markets. Changes to certain international funding strategies have resulted in the transfer of
cardmember receivables with recourse to Credco from TRS subsidiaries.  Prior to these funding strategy changes, Credco purchased cardmember receivables without recourse.  These changes resulted in Credco recording additional loans to affiliates that
are collaterized by $8 billion of the underlying cardmember receivables.  In 2007, Credco started a funding strategy in Mexico that resulted in an increase in loans to affiliates. Beginning prospectively on September 30, 2007, certain cardmember
receivables were reclassified to loans to affiliates. The loan with TRS Parent of $531 million was repaid during the first quarter of 2007.

On February 26, 2008, Credco increased its loan to American Express International, Inc. by $323 million.

The above transactions were based on negotiated pricing between Credco and its related parties and this pricing is intended to approximate market terms, even though comparable market pricing for unrelated parties may not be
readily available in all circumstances.

Note 10 Fair Values of Financial Instruments

SFAS No. 107, Disclosures About Fair Value of Financial Instruments, requires the disclosure of the estimated fair value of financial instruments. A financial instrument is defined as cash, evidence of an
ownership in an entity, or a contract between two entities to deliver cash or another financial instrument or to exchange other financial instruments. The disclosure requirements of SFAS No. 107 exclude leases, affiliate investments, pension and
benefit obligations, insurance contracts, and all non-financial instruments.

The following table discloses fair value information of Credcos financial assets and liabilities as of December 31 that are included in the scope of SFAS No. 107:

|(Billions)                                             |  | 2007     |  | 2006            
|------------------------------------------------------ |  | -------- |  | ----------------
|                                                       |  | Carrying |  |                 
|                                                       |  | Value    |  | Fair
      Value
|Financial Instrument Assets:                           |  |          |  |                 
|Assets for which carrying
        values equal or      |  |          |  |                 
|approximate fair value                                 |  | $  34    |  | $  34           
|Loans to affiliates                                    |  | $  11    |  | $  11           
|Financial Instrument Liabilities:                      |  |          |  |                 
|Liabilities for which carrying
        values equal or |  |          |  |                 
|approximate fair value                                 |  | $  20    |  | $  20           
|Long-term
        debt                                 |  | $  22    |  | $  22           

The fair values of these financial instruments are estimates based upon market conditions and perceived risks as of December 31, 2007 and 2006, and require management judgment. These figures may not be indicative of their
future fair values. The fair value of Credco cannot be estimated by aggregating the amounts presented.

F-19

---



The following methods were used to determine estimated fair values:

Financial Instruments assets for which carrying values equal or approximate fair values

Financial assets for which carrying values equal or approximate fair values include cash and cash equivalents, cardmember receivables, cardmember loans, loans to affiliates, due from affiliates, and certain other assets.
For these assets, the carrying value approximates fair value because they are short-term in duration, or variable rate in nature.

InvestmentsInvestments are recorded at fair value on the Consolidated Balance Sheets with unrealized gains and losses recorded in accumulative other comprehensive income (loss). The recognized gains and losses are recognized in the
Consolidated Statements of Income upon disposition of the securities or when management determines that a decline in value is other-than-temporary. See Note 2 for carrying and fair value information regarding investments.

Derivative Financial InstrumentsDerivative financial instruments are recorded at fair value on the Consolidated Balance Sheets, with gains and losses recognized in the Consolidated Statements of Income or Consolidated Balance Sheets based upon the nature
of the derivative. See Note 7 for fair value information regarding derivative financial instruments.

Financial Instrument liabilities for which carrying values equal or approximate fair values

Financial liabilities for which carrying values equal or approximate fair values include short-term debt, short-term debt to affiliates, current portion of long-term debt, accrued interest, and certain other
liabilities.   For these liabilities, the carrying values approximate fair value because these are short-term in duration, variable rate in nature, or have no defined maturity.

Long-term DebtFor
long-term debt, fair value is estimated using either quoted market prices or
discounted cash flows based on the Credcos current borrowing rates for
similar types of borrowing. For variable-rate long-term debt that reprices within
one year, fair value approximates carrying value.

F-20

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Note 11 Significant Credit Concentrations

Concentrations of credit risk exist when changes in economic, industry or geographic factors similarly affect groups of counterparties whose aggregate credit exposure is material in relation to Credcos total credit
exposure. Credcos primary credit exposure, cardmember receivables and loans and loans to affiliates, is diversified among TRS affiliated companies that operate in diverse industries, economic sectors and geographic regions.

The following table details Credcos credit exposure by category at December 31:

|(Billions)                                                |  |   | 2007 |  |   | 2006 | 
|--------------------------------------------------------- |  | - | ---- |  | - | ---- | 
|On-balance sheet:                                         |  |   |      |  |   |      | 
|Individuals                                               |  |   |      |  |   |      | 
|Cardmember
        receivables and loans                  |  | $ | 21   |  | $ | 22   | 
|Loans
        to affiliate                                |  |   | 11   |  |   | 10   | 
|Due
        from affiliate                                |  |   | 2    |  |   | -    | 
|Money market
        securities(a)                        |  |   | 3    |  |   | 1    | 
|U.S. Treasury
        and government agency securities(b) |  |   | 3    |  |   | 3    | 
|All
        other(c)                                      |  |   | 7    |  |   | 6    | 
|Total
        on-balance sheet(d)                         |  | $ | 47   |  | $ | 42   | 

|(a) | Money market securities include money market funds and short-term, high credit quality debt obligations of banks and corporations.
|--- | ----------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | U.S. Treasury and government agency securities represent debt obligations of the U.S. Government and its agencies.                
|   
|(c) | All other primarily includes cardmember receivables from other Corporate institutions.                                            
|   
|(d) | Certain distinctions between categories require management judgment.                                                              

At December 31, 2007, Credcos most significant concentration of credit risk was primarily with cardmember receivables and loans. Credco purchased cardmember receivables and loans from TRS and certain of its
subsidiaries.  TRS considers, on behalf of Credco, credit performance by customer tenure, industry, and geographic location in managing credit exposure. The following table details Credcos cardmember receivables and lending exposure in the
United States and International, at December 31:

|(Billions)               |  |   | 2007 |  |   | 2006 | 
|------------------------ |  | - | ---- |  | - | ---- | 
|On-balance sheet:        |  |   |      |  |   |      | 
|United
        States    |  | $ | 24   |  | $ | 25   | 
|International            |  |   | 3    |  |   | 3    | 
|On-balance
        sheet |  | $ | 27   |  | $ | 28   | 

The following table details Credcos loans to
affiliates in the United States and International, at December 31:

|(Billions)               |   | 2007 |  |   | 2006 | 
|------------------------ | - | ---- |  | - | ---- | 
|On-balance sheet:        |   |      |  |   |      | 
|United
        States    | $ | -    |  | $ | 1    | 
|International            | $ | 11   |  |   | 9    | 
|On-balance
        sheet | $ | 11   |  | $ | 10   | 

Note 12 Income Taxes

The taxable income of Credco is included in the consolidated U.S. federal income tax return of American Express. Under an agreement with TRS, taxes are recognized on a separate company basis. If income tax benefits for net
operating losses, future tax deductions and foreign tax credits cannot be recognized on a separate company basis, such benefits are then recognized based upon a share, derived by formula, of those deductions and credits that are recognizable on a
TRS consolidated reporting basis.

American Express is under continuous examination by the Internal Revenue Service (IRS) and tax authorities in other countries and states in which American Express has significant business operations. The tax years under
examination and open for examination vary by jurisdiction. American Express is currently under examination by the IRS for the years 1997-2004.

Credco routinely assesses the likelihood of additional assessments in each of the taxing jurisdictions and has established a liability for unrecognized tax benefits that Credcos management believes to be adequate.
Once

F-21

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established, unrecognized tax benefits
    are adjusted if more accurate information is available, or a change in circumstance,
    or an event occurs necessitating a change to the reserves. It is reasonably
    possible that the unrecognized tax benefit will significantly increase or decrease within the next twelve months. Due to the inherent complexities and number of tax years currently under examination, it is not possible to quantify the impact
such changes may have on the effective tax rate.

The components of income tax expense included in Credcos Consolidated Statements of Income and Shareholders Equity were as follows:

|(Millions)                                |  |   | 2007 |   |  |   | 2006 |   |  |   | 2005 |  
|----------------------------------------- |  | - | ---- | - |  | - | ---- | - |  | - | ---- | -
|Current income tax expense:               |  |   |      |   |  |   |      |   |  |   |      |  
|U.S. federal                              |  | $ | 81   |   |  | $ | 94   |   |  | $ | 34   |  
|U.S. state & local                        |  |   | 1    |   |  |   | -    |   |  |   | -    |  
|Non-U.S.                                  |  |   | 21   |   |  |   | 7    |   |  |   | 19   |  
|Total
        current income tax expense  |  |   | 103  |   |  |   | 101  |   |  |   | 53   |  
|Deferred income tax benefit:              |  |   |      |   |  |   |      |   |  |   |      |  
|U.S.
        federal                      |  |   | (46  | ) |  |   | (6   | ) |  |   | (3   | )
|Total
        deferred income tax benefit |  |   | (46  | ) |  |   | (6   | ) |  |   | (3   | )
|Total income tax expense                  |  | $ | 57   |   |  | $ | 95   |   |  | $ | 50   |  

A reconciliation of the U.S. federal statutory rate of 35 percent to Credcos actual income tax rate for 2007, 2006 and 2005 was as follows:

|                                                      |  | 2007  |   |  | 2006  |   |  | 2005  |  
|----------------------------------------------------- |  | ----- | - |  | ----- | - |  | ----- | -
|Combined tax at U.S. statutory
        federal income |  | 35.0  | % |  | 35.0  | % |  | 35.0  | %
|tax rate                                              |  |       |   |  |       |   |  |       |  
|Decrease in taxes resulting
        from:             |  |       |   |  |       |   |  |       |  
|Non-U.S.
        subsidiaries earnings                |  | (27.7 | ) |  | (21.8 | ) |  | (24.2 | )
|Actual
        tax rates                              |  | 7.3   | % |  | 13.2  | % |  | 10.8  | %

Credco adopted FASB Financial Interpretation No. 48, Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109 (FIN 48) as of January 1, 2007.  The initial adoption of FIN 48
resulted in a charge of approximately $15 million to the January 1, 2007 balance of retained earnings and an increase in the liability for unrecognized tax benefits. The following table presents changes in the unrecognized tax benefits:

|(Millions)                                                      |  |   | 2007 | 
|--------------------------------------------------------------- |  | - | ---- | 
|Balance, January 1                                              |  | $ | 44   | 
|Increases
        for tax positions related to the current year |  |   | 10   | 
|Increases
        for tax positions related to prior years      |  |   | 1    | 
|Balance,
        December 31                                    |  | $ | 55   | 

Included in the $55 million of unrecognized tax benefits at December 31, 2007, are approximately $49 million that, if recognized, would favorably affect the effective tax rate in a future period and relates to Credcos
gross permanent benefits and corresponding foreign tax credits and federal tax effects.

During the year ended December 31, 2007, Credco recognized approximately $2 million of interest and penalties. Credco has approximately $10 million accrued for the payment of interest and penalties. Interest and penalties
relating to unrecognized tax benefits are reported in the income tax provision.

F-22

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Accumulated earnings of certain non-U.S. subsidiaries, which totaled approximately $1.5 billion at December 31, 2007, are intended to be permanently reinvested outside the United States. Accordingly, federal taxes, which
would have aggregated approximately $487 million, have not been provided on those earnings.

Credco records a deferred income tax (benefit) provision when there are differences between assets and liabilities measured for financial reporting and for income tax return purposes. The significant components of deferred
tax assets and liabilities at December 31, are reflected in the following table:

|(Millions)                                         |  |   | 2007 |  |   | 2006 | 
|-------------------------------------------------- |  | - | ---- |  | - | ---- | 
|Deferred tax assets:                               |  |   |      |  |   |      | 
|Reserves
        not yet deducted for tax purposes |  | $ | 287  |  | $ | 241  | 
|Net unrealized
        derivative losses           |  |   | 16   |  |   | -    | 
|Other                                              |  |   | 9    |  |   | 1    | 
|Gross
        deferred tax assets                  |  |   | 312  |  |   | 242  | 
|Deferred tax liabilities:                          |  |   |      |  |   |      | 
|Net unrealized
        derivative gains            |  |   | -    |  |   | 5    | 
|Net unrealized
        securities gains            |  |   | 15   |  |   | 3    | 
|Foreign
        Currency Translation Adjustments   |  |   | 8    |  |   | 3    | 
|Other                                              |  |   | 8    |  |   | 8    | 
|Gross
        deferred tax liabilities             |  |   | 31   |  |   | 19   | 
|Net
    deferred tax assets                        |  | $ | 281  |  | $ | 223  | 

Current federal taxes due to/from affiliates included current federal taxes receivable from TRS of $6 million at December 31, 2007, and current federal taxes payable of $24 million at December 31, 2006.

Income taxes paid by Credco during 2007 and 2006, including
taxes paid to TRS, was $140 million, and $139 million, respectively. Income taxes
refunded to Credco during 2005, including taxes refunded by TRS, was $12 million.
 These amounts include estimated tax payments and cash settlements relating to
prior tax years.

Comprehensive income in the Consolidated Statement of Shareholders Equity is presented net of the following income tax (benefit) provision amounts:

|Year ended December 31, (Millions)               |  |   | 2007 |   |  |   | 2006 |   |  |   | 2005 | 
|------------------------------------------------ |  | - | ---- | - |  | - | ---- | - |  | - | ---- | 
|Comprehensive income components:                 |  |   |      |   |  |   |      |   |  |   |      | 
|Net unrealized
        securities gains          |  | $ | 12   |   |  | $ | 11   |   |  | $ | 5    | 
|Net unrealized
        derivative (losses) gains |  |   | (21  | ) |  |   | (26  | ) |  |   | 37   | 
|Foreign
        currency translation gains       |  |   | 5    |   |  |   | 2    |   |  |   | -    | 
|Other                                            |  |   | 1    |   |  |   | 1    |   |  |   | -    | 
|Net income tax (benefit) provision               |  | $ | (3   | ) |  | $ | (12  | ) |  | $ | 42   | 

F-23

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Note 13Geographic Segments

Credco is principally engaged in the business of purchasing and financing cardmember receivables and loans arising from the use of the American Express card in the United States and foreign locations. The following presents
Credcos revenues and pretax income in different geographic regions:

|(Millions)            |  |   | 2007  |  |   | 2006  |  |   | 2005  | 
|--------------------- |  | - | ----- |  | - | ----- |  | - | ----- | 
|Revenues              |  |   |       |  |   |       |  |   |       | 
|United
        States |  | $ | 2,749 |  | $ | 2,140 |  | $ | 1,561 | 
|International         |  |   | 1,113 |  |   | 877   |  |   | 715   | 
|Consolidated          |  | $ | 3,862 |  | $ | 3,017 |  | $ | 2,276 | 
|Pretax income         |  |   |       |  |   |       |  |   |       | 
|United
        States |  | $ | 610   |  | $ | 607   |  | $ | 353   | 
|International         |  |   | 167   |  |   | 110   |  |   | 112   | 
|Consolidated          |  | $ | 777   |  | $ | 717   |  | $ | 465   | 

|Note 14 Quarterly
          Financial Data (Unaudited) |  |   |       |  |   |      |      |   |      |  |   |      |  |   |       |     
|------------------------------------------------------ |  | - | ----- |  | - | ---- | ---- | - | ---- |  | - | ---- |  | - | ----- | ----
|                                                      
|                                                       |  |   |       |  |   |      | 2007 |   |      |  |   |      |  |   |       | 2006
|Quarters
        Ended, (Millions)                     |  |   | 12/31 |  |   | 9/30 |      |   | 6/30 |  |   | 3/31 |  |   | 12/31 |     
|Revenues                                               |  | $ | 1,054 |  | $ | 992  |      | $ | 923  |  | $ | 893  |  | $ | 866   |     
|Pretax income                                          |  |   | 144   |  |   | 211  |      |   | 227  |  |   | 195  |  |   | 193   |     
|Net
        income                                     |  |   | 156   |  |   | 191  |      |   | 201  |  |   | 172  |  |   | 169   |     

F-24

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EXHIBIT INDEX

Pursuant to Item 601 of Regulation S-K

|Exhibit No. |     | Description |                                                  | 
|----------- | --- | ----------- | ------------------------------------------------ | 
|           
|3           | (a) |             | Registrants Certificate
        of              | 
|            |     |             | Incorporation, as amended                        | 
|            |     |             |                                                  | 
|            |     |             |                                                  | 
|            |     |             |                                                  | 
|            |     |             |                                                  | 
|           
|3           | (b) |             | Registrants By-Laws,
        amended and        | 
|            |     |             | restated as of November 24,
        1980         | 
|            |     |             |                                                  | 
|            |     |             |                                                  | 
|            |     |             |                                                  | 
|            |     |             |                                                  | 
|           
|4           | (a) |             | Registrants Debt Securities                     | 
|            |     |             | Indenture dated as of                            | 
|            |     |             | September 1, 1987                                | 
|            |     |             |                                                  | 
|            |     |             |                                                  | 
|            |     |             |                                                  | 
|           
|4           | (b) |             | Registrants Debt Securities
        Indenture   | 
|            |     |             | dated as of June 1, 2006                         | 
|            |     |             |                                                  | 
|            |     |             |                                                  | 
|            |     |             |                                                  | 
|           
|4           | (c) |             | Form of Supplemental Indenture
        providing | 
|            |     |             | for an additional Trustee                        | 
|            |     |             |                                                  | 
|            |     |             |                                                  | 
|            |     |             |                                                  | 
|           
|4           | (d) |             | Form of Note with optional
        redemption    | 
|            |     |             | provisions                                       | 
|            |     |             |                                                  | 
|            |     |             |                                                  | 
|            |     |             |                                                  | 

E-1

---



|4 | (e) |  | Form of Note with optional
        redemption     |  | Incorporated by reference
        to
|- | --- |  | ------------------------------------------------- |  | ------------------------------------
|  |     |  | and sinking fund provisions                       |  | Exhibit 4(d) to Registrants        
|  |     |  |                                                   |  | Registration Statement on           
|  |     |  |                                                   |  | Form S-3 dated June 8,              
|  |     |  |                                                   |  | 2006 (File No. 333-                 
|  |     |  |                                                   |  | 134864).                            
| 
|4 | (f) |  | Form of Original Issue Discount
        Note with |  | Incorporated by reference
        to
|  |     |  | optional redemption provisions                    |  | Exhibit 4(e) to Registrants        
|  |     |  |                                                   |  | Registration Statement on           
|  |     |  |                                                   |  | Form S-3 dated June 8,              
|  |     |  |                                                   |  | 2006 (File No. 333-                 
|  |     |  |                                                   |  | 134864).                            
| 
| 
|4 | (g) |  | Form of Zero Coupon Note
        with optional    |  | Incorporated by reference
        to
|  |     |  | redemption provisions                             |  | Exhibit 4(f) to Registrants        
|  |     |  |                                                   |  | Registration Statement on           
|  |     |  |                                                   |  | Form S-3 dated June 8,              
|  |     |  |                                                   |  | 2006 (File No. 333-                 
|  |     |  |                                                   |  | 134864).                            
| 
|4 | (h) |  | Form of Variable Rate Note
        with optional  |  | Incorporated by reference
        to
|  |     |  | redemption and repayment
        provisions       |  | Exhibit 4(g) to Registrants        
|  |     |  |                                                   |  | Registration Statement on           
|  |     |  |                                                   |  | Form S-3 dated June 8,              
|  |     |  |                                                   |  | 2006 (File No. 333-                 
|  |     |  |                                                   |  | 134864).                            
| 
|4 | (i) |  | Form of Extendible Note with
        optional     |  | Incorporated by reference
        to
|  |     |  | redemption and repayment
        provisions       |  | Exhibit 4(h) to Registrants        
|  |     |  |                                                   |  | Registration Statement on           
|  |     |  |                                                   |  | Form S-3 dated June 8,              
|  |     |  |                                                   |  | 2006 (File No. 333-134864).         
| 
|4 | (j) |  | Form of Fixed Rate Note                           |  | Incorporated by reference
        to
|  |     |  |                                                   |  | Exhibit 4(i) to Registrants        
|  |     |  |                                                   |  | Registration Statement on           
|  |     |  |                                                   |  | Form S-3 dated June 8,              
|  |     |  |                                                   |  | 2006 (File No. 333-134864).         
| 
|4 | (k) |  | Form of Floating Rate Note                        |  | Incorporated by reference
        to
|  |     |  |                                                   |  | Exhibit 4(j) to Registrants        
|  |     |  |                                                   |  | Registration Statement on           
|  |     |  |                                                   |  | Form S-3 dated June 8,              
|  |     |  |                                                   |  | 2006 (File No. 333-134864).         
|  |     |  |                                                   |  |                                     

E-2

---



|4 | (l) |  | Form of Warrant
        Agreement                   |  | Incorporated
        by reference  
|- | --- |  | --------------------------------------------------- |  | -----------------------------------
|  |     |  |                                                     |  | to Exhibit 4(k)
        to         
|  |     |  |                                                     |  | Registrants
        Registration  
|  |     |  |                                                     |  | Statement on
        Form S-3      
|  |     |  |                                                     |  | dated June 8,
        2006         
|  |     |  |                                                     |  | (File No. 333-134864).             
| 
|4 | (m) |  | Terms and conditions
        of debt instruments to |  | Incorporated
        by reference  
|  |     |  | be issued outside
        the United States         |  | to Exhibit 4(l)
        to         
|  |     |  |                                                     |  | Registrants
        Annual Report 
|  |     |  |                                                     |  | on Form 10-K                       
|  |     |  |                                                     |  | (Commission File
        No. 1-    
|  |     |  |                                                     |  | 6908) for the
        year ended   
|  |     |  |                                                     |  | December 31,
        1997.         
| 
|4 | (n) |  | Form of Permanent
        Global Fixed Rate         |  | Incorporated
        by reference  
|  |     |  | Senior Note,
        Series B                       |  | to Exhibit 4(s)
        to         
|  |     |  |                                                     |  | Registrants
        Current Report
|  |     |  |                                                     |  | on Form 8-K (Commission            
|  |     |  |                                                     |  | File No. 1-6908)
        dated     
|  |     |  |                                                     |  | December 21,
        2001.         
| 
|4 | (o) |  | Form of Permanent
        Global Floating Rate      |  | Incorporated
        by reference  
|  |     |  | Senior Note,
        Series B                       |  | to Exhibit 4(t)
        to         
|  |     |  |                                                     |  | Registrants
        Current Report
|  |     |  |                                                     |  | on Form 8-K (Commission            
|  |     |  |                                                     |  | File No. 1-6908)
        dated     
|  |     |  |                                                     |  | December 21,
        2001.         
| 
|4 | (p) |  | Form of Senior
        Floating Rate Note           |  | Incorporated
        by reference  
|  |     |  | Extendible Liquidity
        Securities®(EXLs®)     |  | to Exhibit 4(u)
        to         
|  |     |  |                                                     |  | Registrants
        Current Report
|  |     |  |                                                     |  | on Form 8-K (Commission            
|  |     |  |                                                     |  | File No. 1-6908)
        dated     
|  |     |  |                                                     |  | February 6, 2003.                  
| 
|4 | (q) |  | Form of Global
        Fixed Rate Note              |  | Incorporated
        by reference  
|  |     |  |                                                     |  | to Exhibit 4(v)
        to         
|  |     |  |                                                     |  | Registrants
        Current Report
|  |     |  |                                                     |  | on Form 8-K (Commission            
|  |     |  |                                                     |  | File No. 1-6908)
        dated May 
|  |     |  |                                                     |  | 14, 2003.                          
| 
|4 | (r) |  | Form of Global
        LIBOR Floating Rate Note     |  | Incorporated
        by reference  
|  |     |  |                                                     |  | to Exhibit 4(w)
        to         
|  |     |  |                                                     |  | Registrants
        Current Report
|  |     |  |                                                     |  | on Form 8-K (Commission            
|  |     |  |                                                     |  | File No. 1-6908)
        dated May 
|  |     |  |                                                     |  | 14, 2003.                          

E-3

---



|4  | (s) |  | Form of extendible
        monthly securities        |  | Incorporated
        by reference
|-- | --- |  | ---------------------------------------------------- |  | ---------------------------------
|   |     |  |                                                      |  | to Exhibit 4(n)
        to       
|   |     |  |                                                      |  | Registrants
        Current     
|   |     |  |                                                      |  | Report on Form
        8-K       
|   |     |  |                                                      |  | (Commission File
        No. 1-  
|   |     |  |                                                      |  | 6908) dated June
        22,     
|   |     |  |                                                      |  | 2006.                            
|   |     |  |                                                      |  |                                  
|4  | (t) |  | Form of Permanent
        Global Registered          |  | Incorporated
        by reference
|   |     |  | Fixed Rate Senior
        Note, Series C             |  | to Exhibit 4(l)
        to       
|   |     |  |                                                      |  | Registrants
        Registration
|   |     |  |                                                      |  | Statement on
        Form S-3    
|   |     |  |                                                      |  | dated June 8,
        2006 (File 
|   |     |  |                                                      |  | No. 333-134864).                 
|  
|4  | (u) |  | Form of Permanent
        Global Registered          |  | Incorporated
        by reference
|   |     |  | Floating Rate
        Senior Note, Series C          |  | to Exhibit 4(m)
        to       
|   |     |  |                                                      |  | Registrants
        Registration
|   |     |  |                                                      |  | Statement on
        Form S-3    
|   |     |  |                                                      |  | dated June 8,
        2006 (File 
|   |     |  |                                                      |  | No. 333-134864).                 
|  
|4  | (v) |  | Conditions of
        Notes to be issued outside     |  | Incorporated
        by reference
|   |     |  | the United States
        under the Registrants     |  | to Exhibit 4(v)
        to       
|   |     |  | Australian Debt
        Issuance Program             |  | Registrants
        Annual      
|   |     |  |                                                      |  | Report on Form
        10-K      
|   |     |  |                                                      |  | (Commission File
        No. 1-  
|   |     |  |                                                      |  | 6908) for the
        year ended 
|   |     |  |                                                      |  | December 31,
        2006.       
|4  | (w) |  | The Registrant
        hereby agrees to furnish the  |  |                                  
|   |     |  | Commission, upon
        request, with copies of     |  |                                  
|   |     |  | the instruments
        defining the rights of       |  |                                  
|   |     |  | holders of each
        issue of long-term debt of   |  |                                  
|   |     |  | the Registrant
        for which the total amount    |  |                                  
|   |     |  | of securities
        authorized thereunder does     |  |                                  
|   |     |  | not exceed 10
        percent of the total assets of |  |                                  
|   |     |  | the Registrant                                       |  |                                  
|  
|10 | (a) |  | Receivables Agreement
        dated as of            |  | Incorporated
        by reference
|   |     |  | January 1, 1983
        between the Registrant       |  | to Exhibit 10(b)
        to      
|   |     |  | and American
        Express Travel Related          |  | Registrants
        Annual      
|   |     |  | Services Company,
        Inc.                       |  | Report on Form
        10-K      
|   |     |  |                                                      |  | (Commission File
        No. 1-  
|   |     |  |                                                      |  | 6908) for the
        year ended 
|   |     |  |                                                      |  | December 31,
        1987.       

E-4

---



|10   | (b) |  | Amended and Restated
        Agreement for Sale    |  | Incorporated
        by reference
|---- | --- |  | -------------------------------------------------- |  | ---------------------------------
|     |     |  | and Purchase
        of Receivables dated as of    |  | to Exhibit 10.1
        to       
|     |     |  | October 26, 2007
        between American          |  | Registrants
        Quarterly   
|     |     |  | Express Centurion
        Bank and American        |  | Report on Form
        10-Q      
|     |     |  | Express Credit
        Corporation                 |  | (Commission File
        No. 1-  
|     |     |  |                                                    |  | 6908) for the
        quarter    
|     |     |  |                                                    |  | ended September
        30,      
|     |     |  |                                                    |  | 2007.                            
|10   | (c) |  | Amended and Restated
        Agreement for Sale    |  | Incorporated
        by reference
|     |     |  | and Purchase
        of Receivables dated as of    |  | to Exhibit 10.2
        to       
|     |     |  | October 26, 2007
        between American          |  | Registrants
        Quarterly   
|     |     |  | Express Bank,
        FSB and American Express     |  | Report on Form
        10-Q      
|     |     |  | Credit Corporation                                 |  | (Commission File
        No. 1-  
|     |     |  |                                                    |  | 6908) for the
        quarter    
|     |     |  |                                                    |  | ended September
        30,      
|     |     |  |                                                    |  | 2007.                            
|12.1 |     |  | Computation in
        Support of Ratio of         |  | Electronically
        filed     
|     |     |  | Earnings to Fixed
        Charges of American      |  | herewith.                        
|     |     |  | Express Credit
        Corporation                 |  |                                  
|    
|12.2 |     |  | Computation in
        Support of Ratio of         |  | Electronically
        filed     
|     |     |  | Earnings to Fixed
        Charges of American      |  | herewith.                        
|     |     |  | Express Company                                    |  |                                  
|    
|23.1 |     |  | Consent of PricewaterhouseCoopers
        LLP      |  | Electronically
        filed     
|     |     |  | Independent Registered
        Public Accounting   |  | herewith.                        
|     |     |  | Firm                                               |  |                                  
|    
|31.1 |     |  | Certification
        of Christopher S. Forno,     |  | Electronically
        filed     
|     |     |  | Chief Executive
        Officer, pursuant to Rule  |  | herewith.                        
|     |     |  | 13a-14(a) promulgated
        under the Securities |  |                                  
|     |     |  | Exchange Act
        of 1934, as amended           |  |                                  
|     |     |  |                                                    |  |                                  
|31.2 |     |  | Certification
        of David L. Yowan, Chief     |  | Electronically
        filed     
|     |     |  | Financial Officer,
        pursuant to Rule 13a-   |  | herewith.                        
|     |     |  | 14(a) promulgated
        under the Securities     |  |                                  
|     |     |  | Exchange Act
        of 1934, as amended           |  |                                  
|     |     |  |                                                    |  |                                  
|32.1 |     |  | Certification
        of Christopher S. Forno,     |  | Electronically
        filed     
|     |     |  | Chief Executive
        Officer, pursuant to 18    |  | herewith.                        
|     |     |  | U.S.C. Section
        1350, as adopted pursuant   |  |                                  
|     |     |  | to Section 906
        of the Sarbanes-Oxley Act   |  |                                  
|     |     |  | of 2002                                            |  |                                  
|     |     |  |                                                    |  |                                  
|32.2 |     |  | Certification
        of David L.Yowan, Chief      |  | Electronically
        filed     
|     |     |  | Financial Officer,
        pursuant to 18 U.S.C.   |  | herewith.                        
|     |     |  | Section 1350,
        as adopted pursuant to       |  |                                  
|     |     |  | Section 906 of
        the Sarbanes-Oxley Act of   |  |                                  
|     |     |  | 2002                                               |  |                                  

E-5

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