Exhibit 4.2

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 

8.125% Senior Notes due May 20, 2019 

$               

	
No.  	   	
CUSIP: 025816BB4  
	   	   	
ISIN: US025816BB49  




          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 20, 2019, and to pay interest (computed on the basis of a 360-day year and of twelve 30-day months) thereon from May 18, 2009, or
from the most recent Interest Payment Date to which interest has been paid or duly provided for, on May 20 and November 20 in each year, commencing November 20, 2009 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 (and, in the case of a default in the payment of principal or interest, at the rate of 8.125% per annum on such overdue principal and (to the extent that the payment of such interest shall
be legally enforceable) on such overdue interest which shall accrue from the date of such default to the date payment of such principal or interest has been made or duly provided for). 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 May 5 or November 5, 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 May 20 or November 20, 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 May 5 or November 5, 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 18, 2009 

	 	 	 	 	 
	
    TRUSTEE’S CERTIFICATE  	 	
    AMERICAN EXPRESS COMPANY  
	
    OF AUTHENTICATION  	 	   	   
	   
	   
	 	   	 	By: 	 
	
    This is one of the Securities described  	 	   	David L. Yowan  
	
    in the within-mentioned Indenture.  	 	   	 Treasurer  
	   
	   
	   
	
    THE BANK OF NEW YORK MELLON  	 	
    Attest:  
	
                              As
    Trustee 
	 	   	   
	   
	   
	By:	 	 	  

	
    Authorized Signatory  	 	
    Carol V. Schwartz  
	 	   	 	
    Secretary  




 

 

 

 

 

 

 

 

  











REVERSE OF GLOBAL NOTE 

AMERICAN EXPRESS COMPANY 

8.125% Senior Notes due May 20, 2019 

$               

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 $1,750,000,000, 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 8.125% Senior Notes due May 20, 2019 (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 13, 2009, or (b) a taxing authority of the United States taking any action, or
such action becoming generally known, on or after May 13, 2009, 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 any European
Union Directive on the taxation of savings implementing the conclusions of the
European Union’s Economic and Finance Ministers Council meeting of 26-27
November 2000, or any law implementing  or complying with, or introduced in order
to conform to, any such directive (including the Council Directive 2003/48/EC
adopted on June 3, 2003) 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 other entity taxable as a
corporation organized in or under the laws of the United States or any political supervision thereof, (iii) an estate, the income of which is subject to United States federal income taxation regardless of its source or (iv) a trust if (A) a U.S.
court is able to exercise primary supervision over the trust’s administration and (B) one or more United States persons have the authority to control all of the trust’s substantial decisions. If a partnership holds a note, the tax
treatment of partners will generally depend upon the status of the partners and 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.



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          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.



          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. 


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


          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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