Exhibit 4.1


 


Form of Permanent Global Registered Fixed
Rate Note


 


THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT
IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO A NOMINEE FOR DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO AMERICAN EXPRESS
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


AMERICAN EXPRESS COMPANY


 


1.550%  Notes due May 22, 2018


 


$


 


	No.	 	CUSIP: 025816BG3
	 	 	ISIN: US025816BG36


 


AMERICAN EXPRESS COMPANY, a New York corporation
(hereinafter called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $      on May 22, 2018,
and to pay interest (computed on the basis of a 360-day year and of twelve 30-day months) thereon from May 22, 2013, or from the
most recent Interest Payment Date to which interest has been paid or duly provided for, on May 22 and November 22 in each year,
commencing November 22, 2013 and at maturity, at the rate per annum specified in the title of this Note, until the principal hereof
is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in said Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered
at the close of business on April 15 or October 15, as the case may be, next preceding such Interest Payment Date. In any case
where such Interest Payment Date shall not be a Business Day, then (notwithstanding any other provision of said



    	 



    	



    
Indenture or the Notes) payment of such interest need not
be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such
date, and, if such payment is so made, no interest shall accrue for the period from and after such date. Any such interest
not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on April 15 or
October 15, as the case may be, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities)
is registered at the close of business on a Record Date for the payment of such Defaulted Interest to be fixed by the Trustee
for the Notes, notice whereof shall be given to Holders of Notes not less than 10 days prior to such record date, or may be
paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of and interest on this Note will be made by U.S. dollar check drawn on a bank in The City of New
York and mailed to the Person in whose name this Note is registered at such Person’s address as provided in Securities
Register. For Holders of at least $1,000,000 in aggregate principal amount of this Note, payment will be made by wire
transfer to a U.S. dollar account maintained by the payee with a bank in The City of New York or in Europe, provided that the
Trustee receives a written request from such Holder to such effect designating such account no later than the April 15 or
October 15, as the case may be, immediately preceding such interest payment date.


 


Additional provisions of this Note are contained
on the reverse hereof and such provisions shall have the same effect as though fully set forth in this place.


 


Unless the certificate of authentication
hereon has been executed by or on behalf of the Trustee for the Notes by manual signature, this Note shall not be entitled to any
benefit under the Indenture, or be valid or obligatory for any purpose.



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IN WITNESS WHEREOF, AMERICAN EXPRESS COMPANY
has caused this instrument to be duly executed under its corporate seal.


 


Dated: May 22, 2013


 



	TRUSTEE’S CERTIFICATE OF

 AUTHENTICATION	 	AMERICAN EXPRESS COMPANY
	 	 	By:	 
	This is one of the Securities described in the within-mentioned Indenture.	 	 	David L. Yowan

Executive Vice President and Corporate Treasurer
	 	 	 	
	THE BANK OF NEW YORK MELLON	 	Attest:
	As Trustee	 	


 


	By:	 	 	 	 
	Authorized Signatory	 	Carol V. Schwartz
	 	 	Secretary






    	 



    	



    

REVERSE OF GLOBAL NOTE


 


AMERICAN EXPRESS COMPANY


 


1.550%  Notes due May 22, 2018


 


$


 


No.


 


This Note is one of a duly authorized issue
of debentures, notes or other evidences of indebtedness (hereinafter called the “Securities”) of the Company of the
series hereinafter specified, which series is initially limited in aggregate principal amount to $1,000,000,000, all such Securities
issued and to be issued under an indenture dated as of August 1, 2007, between the Company and The Bank of New York Mellon, as
Trustee (the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the rights and limitation of rights thereunder of the Holders of the Securities and of the rights, obligations,
duties and immunities of the Trustee for each series of Securities and of the Company, and the terms upon which the Securities
are and are to be authenticated and delivered. As provided in the Indenture, the Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts, may be denominated in currencies other than U.S. dollars
(including composite currencies), may mature at different times, may bear interest, if any, at different rates, may be subject
to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject
to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Note is one
of a series of the Securities designated 1.550%  Notes due May 22, 2018 (the “Notes”). Additional notes on the
same terms and conditions and with the same CUSIP number as those of the Notes may be issued by the Company without the consent
of the Holders of the Notes. Such further notes shall be consolidated and form a single series with the Notes.


 


The Notes may not be redeemed prior to Stated
Maturity unless certain events occur involving United States taxation: If as a result of (a) any change in (including any announced
prospective change), or amendment to, the laws (including any regulations or rulings promulgated thereunder) of the United States
(or any political subdivision or taxing authority thereof or therein), or any change in (including any announced prospective change),
or amendment to, any official position regarding the application or interpretation of such laws, which change or amendment is announced
or becomes effective on or after May 15, 2013, or (b) a taxing authority of the United States taking any action, or such action
becoming generally known, on or after May 15, 2013, whether or not such action is taken with respect to the Company or any of its
affiliates, there is in either case a material increase in the probability that the Company will or may be required to pay additional
amounts as provided for below, then the Company may in either case, at its option, redeem, in whole or in part, the Notes, at a
redemption price equal to the principal amount of the notes being redeemed, together with any accrued and unpaid interest thereon
to the date fixed for redemption (the “Redemption Date”); provided that the Company determines, in its business judgment,
that the obligation to pay such additional



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amounts cannot be avoided by the use of reasonable measures
available to it, not including substitution of the obligor under the Notes. Prior to the publication of any notice of redemption,
the Company will deliver to the Trustee an officer’s certificate stating that the Company is entitled to effect a redemption
and setting forth a statement of facts showing that the conditions precedent to the Company’s right to redeem have occurred
and an opinion of counsel to that effect based on that statement of facts.


 


Notice of redemption shall be mailed to the
registered Holders of the Notes designated for redemption at their addresses as the same shall appear on the Securities Register,
not less than 30 days nor more than 60 days prior to the Redemption Date, subject to all the conditions and provisions of the Indenture.


 


In the event of redemption of this Note in
part only, a new Note or Notes for the amount of the unredeemed portion hereof shall be issued in the name of the Holder hereof
upon the cancellation hereof.


 


The Company shall, subject to the exceptions
and limitations set forth below, pay as additional interest on the Note, such additional amounts as are necessary in order that
the net payment by the Company or a paying agent of the principal of and interest on the Note to a Holder who is a Non-United States
Holder (as defined below), after deduction for any present or future tax, assessment or governmental charge of the United States
or a political subdivision or taxing authority thereof or therein, imposed by withholding with respect to the payment, will not
be less than the amount that would have been payable had no such withholding or deduction been required.


 


The Company’s obligation to pay additional
amounts shall not apply (1) to a tax, assessment or governmental charge that would not have been imposed but for the beneficial
owner or the Holder, or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, the Holder if
the Holder is an estate, trust, partnership, limited liability company, corporation or other entity, or a person holding a power
over an estate or trust administered by a fiduciary Holder, being considered as (a) being or having been present or engaged in
a trade or business in the United States or having or having had a permanent establishment in the United States, (b) having a current
or former relationship with the United States, including a relationship as a citizen or resident thereof, (c) being or having been
a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation with respect
to the United States, a corporation that has accumulated earnings to avoid United States federal income tax or a private foundation
or other tax-exempt organization or (d) being or having been a “10-percent shareholder” of the Company as defined in
section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision
or being or having been a bank whose receipt of interest on a note is described in section 881(c)(3)(A) of the Code or any successor
provision; (2) to any beneficial owner that is not the sole beneficial owner of the Note, or a portion thereof, or that is a fiduciary,
partnership, limited liability company or other fiscally transparent entity, but only to the extent that a beneficiary or settlor
with respect to the fiduciary, or a beneficial owner or member of the partnership, limited liability company or other fiscally
transparent entity, would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial
owner or member received directly its beneficial or distributive share of the payment;



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(3) to a tax, assessment or governmental charge (including
backup withholding) that would not have been imposed but for the failure of the Holder or any other person to comply with
certification, information, documentation, reporting or other similar requirements concerning the nationality, residence,
identity or connection with the United States of the Holder or beneficial owner of such note, if compliance is required by
statute or by regulation of the United States Treasury Department, without regard to any tax treaty, or by an applicable
income tax treaty to which the United States is a party as a precondition to partial or complete relief or exemption from
such tax, assessment or other governmental charge (including, but not limited to, the failure to provide United States
Internal Revenue Service (“IRS”), Form W-8BEN, W-8ECI or any subsequent versions thereof), or any other
certification, information, documentation, reporting or other similar requirement under United States income tax laws or
regulations that would establish entitlement to otherwise applicable relief or exemption from any tax, assessment
or governmental charge; (4) to a tax, assessment or governmental charge that is imposed otherwise than by withholding by
the Company or a paying agent from the payment; (5) to a tax, assessment or governmental charge that would not have been
imposed or withheld but for a change in law, regulation, or administrative or judicial interpretation that becomes effective
more than 10 days after the payment becomes due or is duly provided for, whichever occurs later; (6) to a tax, assessment
or governmental charge that is imposed or withheld by reason of the presentation of a note for payment more than 30 days
after the date on which such payment becomes due or is duly provided for, whichever occurs later; (7) to an estate,
inheritance, gift, sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental
charge; (8) to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment
of principal of or interest on any note, if such payment can be made without such withholding by any other paying agent; (9)
to any withholding or deduction which is imposed on a payment to an individual and is required to be made pursuant to
European Council Directive 2003/48/EC on the taxation of savings income, or any law implementing or complying with, or
introduced in order to conform to, such Directive; or (10) in the case of any combination of items (1), (2), (3), (4), (5),
(6), (7), (8) and (9).


 


The Notes are subject in all cases to any
tax, fiscal or other law or regulation or administrative or judicial interpretation applicable thereto. Except as specifically
provided for herein, the Company shall not be required to make any payment with respect to any tax, assessment or governmental
charge imposed by any government or a political subdivision or taxing authority thereof or therein.


 


As used herein, the term “United States
Holder” means a beneficial owner of a note that is (i) a citizen or resident of the United States, (ii) a corporation or
an entity taxable as a corporation for United States federal income tax purposes, that was established under the laws of the United
States, any state thereof or the District of Columbia, or (iii) an estate or trust whose world-wide income is subject to United
States federal income tax. If a partnership holds a note, the tax treatment of partners will generally depend upon the status of
the partner and the activities of the partnership. As used here, the term “Non-United States Holder” means a beneficial
owner of the Note that is not a United States Holder and is not a partnership.


 


The Indenture contains provisions for defeasance
and discharge of the entire principal of all the Notes of any series upon compliance by the Company with certain conditions set
forth therein.




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If an Event of Default with respect to the
Notes, as defined in the Indenture, shall occur and be continuing, the principal of all the Notes may be declared due and payable
in the manner and with the effect provided in the Indenture.


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Notes under the Indenture at any time by the Company with the consent of the Holders of not less than a majority
in aggregate principal amount of the Notes at the time Outstanding of each series affected thereby. The Indenture also contains
provisions permitting the Holders to waive compliance by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences with respect to a series, provided that the Holders of at least a majority
in principal amount of the Notes at the time Outstanding of any series affected by a waiver consent to such waiver. Any such consent
or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent
or waiver is made upon this Note.


 


No reference herein to the Indenture and
no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.


 


As provided in the Indenture and subject
to certain exceptions therein set forth, this Note is transferable on the Securities Register of the Company, upon surrender of
this Note for registration of transfer at the office or agency of the Company to be maintained for that purpose in the City of
New York, New York, or, at the option of the Holder, at the office or agency of the Company to be maintained for that purpose in
the City of New York, New York, or at any other office or agency of the Company maintained for that purpose, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed
by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated transferee or transferees.


 


The Notes are issuable only in registered
form without coupons in denominations of $2,000.00 and integral multiples of $1,000.00 in excess thereof. As provided in the Indenture
and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of
a like tenor and of a different authorized denomination, as requested by the Holder surrendering the same.


 



No service charge shall be made for any such
transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable
in connection with the registration of such transfer or exchange, other than certain exchanges not involving any transfer.


 


Certain terms used in this Note that are
defined in the Indenture have the meanings set forth therein.




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This Note shall for all purposes be governed
by, and construed in accordance with, the laws of the State of New York.


 


The Company, the Trustee for the Notes and
any agent of the Company or such Trustee may treat the Person in whose name this Note is registered as the owner hereof for the
purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the
Company, such Trustee nor any such agent shall be affected by notice to the contrary.


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