The Depository Trust Company

A subsidiary of The Depository Trust & Clearing Corporation


MEDIUM-TERM NOTE –
MASTER NOTE 


	
 

	
 

	
 


	
 

	
, 20

	
 


	
 

	



	
 

	
(Date
 of Issuance)





American Express Credit Corp (“Issuer”), a corporation organized and
existing under the laws of the [State or Commonwealth] of Delaware, for value received,
hereby promises to pay to Cede & Co. or its registered assigns (i) on each
principal payment date, including each amortization date, redemption date,
repayment date, maturity date, and extended maturity date as applicable, of
each obligation identified on the records of Issuer (which records are
maintained by The Bank of New York Mellon
(“Paying Agent”)) as being evidenced by this Master Note, the principal
amount then due and payable for each such obligation, and (ii) on each interest payment date, if any, the
interest then due and payable on the principal amount for each such obligation.
Payment shall be made by wire transfer of United States dollars to the
registered owner, or in immediately available funds or the equivalent to a
party as authorized by the registered owner and in the currency other than
United States dollars as provided for in each obligation, by Paying Agent
without the necessity of presentation and surrender of this Master Note.


          REFERENCE
IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS MASTER NOTE SET FORTH
ON THE REVERSE HEREOF.


          This Master Note is a valid
and binding obligation of Issuer.


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


	
 

	
 

	
 

	
 


	
ATTEST:

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
AMERICAN
 EXPRESS CREDIT CORPORATION


	


	
 

	
 

	



	
(Signature)

	
 

	
 

	
(Issuer)


	
 

	
 

	
 

	
 


	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
(Authorized
 Signature)


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
THE BANK OF NEW YORK MELLON


	
 

	
 

	
 

	



	
[Seal]

	
 

	
 

	
(Trustee)


	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
(Authorized
 Signature)












(Reverse Side of Note)


This Master note evidences
indebtedness of Issuer of a single Series InterNotes
(R) / (Series Designator)
and Rank direct, unsecured, senior
obligations ranking equally with Issuer’s / (Secured/Unsecured /Senior/ Junior /Subordinated/Unsubordinated)
(the “Debt Obligation”), all other senior
unsecured debt issued or to be issued under and pursuant to an
Indenture dated as of June 9, 2006, as amended (the
“Indenture”), duly executed and delivered by Issuer to The Bank of New York Mellon, as trustee
(“Trustee”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
duties, and immunities thereunder of Trustee and the rights thereunder of the
holders of the Debt Obligations. As provided in the Indenture, the Debt
Obligations may mature at different times, may bear interest, if any, at
different rates, may be subject to different redemption and repayment
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. The Debt
Obligations aggregated with any other indebtedness of Issuer of this Series are
limited (except, as provided in the Indenture) to the principal amount of $ unlimited designated as InterNotes (R) of
Issuer Due 9 months or more From Date of Issue.  


          No
reference herein to the Indenture and no provision of this Master Note or of
the Indenture shall alter or impair the obligation of Issuer, which is absolute
and unconditional to pay the principal of, premium, if any, and interest, if
any, on each Debt Obligation at the times, places, and rates, and in the coin
or currency, identified on the records of Issuer.


          At
the request of the registered owner, Issuer shall promptly issue and deliver
one or more separate note certificates evidencing each Debt Obligation
evidenced by this Master Note. As of the date any such note certificate or certificates
are issued, the Debt Obligations which are evidenced thereby shall no longer be
evidenced by this Master Note.


	
 


	






FOR VALUE RECEIVED, the
undersigned hereby sells, assigns, and transfers unto


	
 


	



	
(Name,
 Address, end Taxpayer Identification Number of Assignee)





the Master Note and all
rights thereunder, hereby irrevocably constituting and appointing ____________________________________________


attorney to transfer said
Master Note on the books of Issuer with full power of substitution in the
premises.


	
 

	
 

	
 


	
 

	
 

	



	
Dated:

	
 

	
(Signature)


	
 

	
 

	
 


	
Signature(s) Guaranteed:

	
 

	
NOTICE: The signature on
 this assignment must correspond with the name as written upon the face of
 this Master Note, in every particular, without alteration or enlargement or
 any change whatsoever.


	
 

	
 

	
 


	






Unless this certificate is
presented by an authorized representative of The Depository Trust Company, a
New York corporation (“DTC”), to issuer or its agent for registration of
transfer, exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name 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
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL in as much as the registered owner hereof, Cede & Co., has
an interest herein.






AMERICAN EXPRESS CREDIT CORPORATION


RIDER TO MASTER NOTE DATED
     , 20


AMERICAN EXPRESS CREDIT CORPORATION
INTERNOTES®


                    This
rider forms a part of and is incorporated into the Master Note dated    , 20 of
American Express Credit Corporation (the “Company”) registered in the name of
Cede & Co., or its registered assigns, evidencing the Company’s InterNotes®
(the “Notes”).


                    REFERENCE
IS HEREBY MADE TO THE FURTHER PROVISIONS OF SUCH MASTER NOTE (TOGETHER WITH
THIS RIDER HEREIN REFERRED TO AS THIS “MASTER NOTE”) SET FORTH IN THE
RECORDS OF THE COMPANY MAINTAINED BY THE TRUSTEE, WHICH RECORDS CONSIST OF THE
PRICING SUPPLEMENT(S) TO THE PROSPECTUS SUPPLEMENT DATED JUNE 16, 2009 AND PROSPECTUS
DATED JUNE 16, 2009 RELATING TO EACH ISSUANCE OF
NOTES, AS FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION.
SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH
FULLY SET FORTH HEREIN.


                    THIS
MASTER NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE AND IS
REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR A
NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL SECURITIES
REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.






InterNotes® is a registered
servicemark of Incapital Holdings LLC


1






OPTION TO ELECT REPAYMENT


          The
undersigned hereby irrevocably requests and instructs the Company to repay $_____________ principal amount of the
Notes, pursuant to their terms, at a price equal to 100% of the principal
amount to be repaid, together with interest to the date fixed for repayment, to
the undersigned at:


	
 


	



	
 


	



	
 


	



	
 


	






(Please Print or Type Name and Address of the
Undersigned)


and to issue
to the undersigned, pursuant to the terms of the Indenture, new Notes
representing the remaining principal amount of Notes not repaid.


          For
this Option to Elect Repayment to be effective, the Option to Elect Repayment
duly completed must be received by the Paying Agent in the Borough of
Manhattan, the City and State of New York, located initially at 101 Barclay
Street - Floor
8W, New York, NY 10286, at least 30 days but not more than 60 days prior to the
date fixed for repayment.


          If
less than the entire principal amount of Notes is to be repaid, specify the
portion thereof (which shall be increments of U.S.$1,000 provided that any
remaining principal hereof shall be at least U.S.$1,000) which the Holder
elects to have repaid and specify the denomination or denominations (which
shall be at least U.S.$1,000 or an integral multiple of U.S.$1,000 in excess
thereof) of the Notes to be issued to the Holder for the portion of the Notes
not being repaid (in the absence of any such specification, the Notes will be
issued for the portion not being repaid):


	
 

	
 

	
 


	
Dated: 

	
 

	
 


	
 

	


	
 






[Signature page follows]


2






	
 

	
 


	
 

	
Signature:


	
 

	
 


	
 

	



	
 

	
Note: The
 signature to this Option to Elect Repayment must correspond with the name as
 written upon the face of the within Note in every particular without
 alteration or enlargement or any change whatsoever.





[Signature Page to the Master Global Note]