Exhibit 4(j)


Permanent Global Registered Floating Rate
Note


          THIS
NOTE IS A GLOBAL NOTE (“GLOBAL NOTE”) WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY 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 TO THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO A NOMINEE FOR DTC
OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC TO AMERICAN EXPRESS CREDIT CORPORATION 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 TRANSFER, 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 CREDIT CORPORATION


Medium-Term Senior Notes, Series D

Due Nine Months or More from the Date of Issue

(Floating or Indexed Rate)


	
 

	
 

	
 


	
REGISTERED

	
 

	
CUSIP NO.
 _____________


	
NO. FLR
 _____

	
 

	
 


	
 

	
 

	
 


	
Issue Price:

	
 

	
Principal
 Amount:


	
 

	
 

	
 


	
Original
 Issue Date:

	
 

	
Stated
 Maturity:


	
 

	
 

	
 


	
Initial
 Interest Rate:

	
 

	
Interest
 Payment Period:


	
 

	
 

	
 


	
Interest
 Rate Basis:

	
 

	
Interest
 Payment Dates:


	
 

	
 

	
 


	
Index
 Currency:

	
 

	
Interest
 Reset Period:


	
 

	
 

	
 


	
Interest
 Reset Dates:

	
 

	
Spread:


	
 

	
 

	
 


	
Spread
 Multiplier:

	
 

	
Maximum
 Interest Rate:


	
 

	
 

	
 


	
Minimum
 Interest Rate:

	
 

	
Authorized
 Denominations (if other than as set forth in the Prospectus Supplement):


	
 

	
 

	
 


	
Specified
 Currency (if other than U.S. dollars):

	
 

	
Indexed
 Principal Note: (If yes, see attached)


	
 

	
 

	
Index
 Maturity:


	
 

	
 

	
 


	
Indexed
 Interest Rate: (if yes, see attached)

	
 

	
Amortizing
 Note:


	
 

	
 

	
 


	
Amortizing
 Schedule:

	
 

	
Repayment
 Terms:


	
 

	
 

	
 


	
Repayment
 Dates:

	
 

	
Redemption
 Terms:


	
 

	
 

	
 


	
Calculation
 Agent:

	
 

	
Redemption
 Dates:





1






          AMERICAN
EXPRESS CREDIT CORPORATION, a corporation duly organized and existing under the
laws of the State of Delaware (herein referred to as the “Company”) for value
received hereby promises to pay to CEDE & CO. or registered assigns, (a)
the Principal Amount shown above or, in the case of an Indexed Principal Note,
the face amount adjusted by reference to prices, changes in prices, or
differences between prices, of securities, currencies, intangibles, goods,
articles or commodities or by such other objective price, economic or other
measures (an “Index”) as described above or in the applicable pricing
supplement, in the Specified Currency on the Stated Maturity date shown above,
or earlier if and to the extent so provided herein, and (b) accrued interest on
the Principal Amount then outstanding (or, in the case of an Indexed Principal
Note, the face amount then outstanding): (i) at the Initial Interest Rate shown
above until the first Interest Reset Date shown above following the Original
Issue Date shown above and thereafter at the Interest Rate Basis shown above,
adjusted by the Spread or Spread Multiplier, if any, shown above, determined in
accordance with the provisions hereof, from the Original Issue Date, or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, on the Interest Payment Dates stated above, until the principal
thereof is paid or made available for payment; (ii) if this is an Indexed Rate
Note, at a rate determined by reference to an Index as described herein.


          Reference
is hereby made to the further provisions of this Note set forth on the reverse
hereof and in any applicable pricing supplement attached hereto or delivered
herewith, and such further provisions shall for all purposes have the same
effect as if fully set forth in this place.


          This
Note shall not become valid or obligatory for any purpose unless and until the
certificate of authentication hereon shall have been executed by the Trustee,
or its successor, under the Indenture referred to herein.


          IN
WITNESS WHEREOF, American Express Credit Corporation has caused this Global
Note to be duly executed under its corporate seal.


	
 

	
 

	
 

	
 


	
Dated:

	
 

	
AMERICAN
 EXPRESS CREDIT CORPORATION


	
 

	
 

	
 

	
 


	
 

	
 

	
By 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
             Authorized
 Officer








	
 

	
 

	
 

	
 


	
[FACSIMILE OF SEAL]

	
 

	
Attest:


	
 

	
 

	
 

	
 


	
 

	
 

	
By: 

	
 


	
 

	
 

	
 

	






CERTIFICATE OF AUTHENTICATION


                    This
is one of the Securities of the series designated herein and referred to in the
within-mentioned Indenture.


	
 

	
 

	
 

	
 


	
Dated:

	
 

	
THE BANK OF
 NEW YORK MELLON


	
 

	
 

	
 

	
 


	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
Authorized
 Signatory





2






REVERSE OF GLOBAL FLOATING RATE NOTE


          This
Note is one of a series of duly authorized debentures, notes or other evidences
of indebtedness (hereinafter called the “Securities”) of the Company, all such
Securities issued and to be issued under an indenture dated as of June 9, 2006
between the Company and The Bank of New York Mellon (formerly known as The Bank
of New York), as trustee (the “Trustee”) (as supplemented from time to time,
hereinafter called the “Indenture”), to which Indenture reference is hereby
made for a statement 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 or repurchase 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 as Medium-Term Senior Notes, Series D (the
“Notes”).


          Payment
of the principal of, and premium, if any, and interest on, this Note will be
made in immediately available funds at the office or agency of the Trustee
maintained for that purpose in the Borough of Manhattan, The City of New York,
State of New York, in such coin or currency of the United States of America or
other currency or composite currency as specified on the face of this Note or
in the applicable pricing supplement, as at the time of payment shall be legal
tender for payment of public and private debts; provided, however, that at the
option of the Company payment of interest on any Notes issued in definitive
form other than interest due at Maturity (as defined below) may be made by
check mailed to the address of the person entitled thereto as such address
shall appear in the Securities Register. Payment of interest will be made to
the person in whose name this Note is registered at the close of business on
the fifteenth day (whether or not a Business Day) prior to any Interest Payment
Date (the “Regular Record Date”). However, payment of interest due at the date
on which the principal of this Note becomes due and payable, whether at the
Stated Maturity or by declaration of acceleration or otherwise (the “Maturity”)
will be made to the person to whom the Company pays the principal. The first
payment of interest on any Note originally issued between a Regular Record Date
and an Interest Payment Date will be made on the Interest Payment Date
following the next succeeding Regular Record Date to the registered owner on
such next Regular Record Date. Unless an Event of Default with respect to the
Notes shall have occurred and be continuing or as otherwise set forth in the
Indenture, Notes in definitive form will not be issued.


Payment
of Interest


          The
interest rate on this Note will be equal to either (1) the interest rate
calculated by reference to the Interest Rate Basis (as specified on the face of
this Note) plus or minus the Spread, if any, as specified on the face of this
Note or (2) the interest rate calculated by reference to the Interest Rate
Basis as specified on the face of this Note multiplied by the Spread
Multiplier, if any, as specified on the face of this Note.


	
 

	
 


	
 

	
Except as
 provided below, the “Interest Payment Dates” for the Notes will be:


	
 

	
 


	
•

	
in the case
 of Notes with a weekly Interest Reset Date (as defined below) on the third
 Wednesday of each month or on the third Wednesday of March, June, September
 and December;





3






	
 

	
 


	
•

	
in the case
 of Notes with a monthly Interest Reset Date, on the third Wednesday of each
 month or on the third Wednesday of March, June, September and December of
 each year, as specified on the face of this Note;


	
 

	
 


	
•

	
in the case
 of Notes with a quarterly Interest Reset Date, on the third Wednesday of
 March, June, September and December of each year;


	
 

	
 


	
•

	
in the case
 of Notes with a semi-annual Interest Reset Date, on the third Wednesday of
 two months of each year, as specified on the face of this Note; and


	
 

	
 


	
•

	
in the case
 of Notes with an annual Interest Reset Date, on the third Wednesday of one
 month of each year, as specified on the face of this Note.





If any
Interest Payment Date for this Note, other than an Interest Payment Date that
falls on the date of Maturity, would otherwise be a day that is not a Business
Day for this Note, the Interest Payment Date for this Note shall be postponed
to the next day that is a Business Day for this Note, except that in the case
    of a LIBOR Note or a EURIBOR Note, if such day falls in the next calendar
    month, the Interest Payment Date shall be the preceding day that is a Business
    Day. If the date of Maturity of this Note falls on a day that is not a Business
    Day, the payment of principal, premium, if any, and interest, if any, due
    on that date shall be made on the next succeeding Business Day and no additional
interest shall be payable with respect to the Principal Amount the payment of
which has been so deferred. 


	
 

	
 


	
 

	
As used in
 this Note, “Business Day” means:


	
 

	
 


	
•

	
with respect
 to any payment, each Monday, Tuesday, Wednesday, Thursday and Friday which is
 not a day on which banking institutions in the Borough of Manhattan, The City
 of New York, are authorized or required by law or executive order to close;


	
 

	
 


	
•

	
when used
 for any other purpose, each Monday, Tuesday, Wednesday, Thursday and Friday
 which is not a day on which banking institutions in the Borough of Manhattan,
 The City of New York, or in the city in which the Corporate Trust Office of
 the Trustee is located, are authorized or required by law or executive order
 to close;


	
 

	
 


	
•

	
for Notes,
 the interest rate on which is based on LIBOR (as described below) only, such
 day shall be any day on which dealings in deposits in U.S. dollars are
 transacted in the London interbank market (a “London business day”);


	
 

	
 


	
•

	
for Notes, the interest rate on which is
 based on EURIBOR (as described below) only, such day shall be any day on
 which the Trans-European Automated Real-Time Gross Settlement Express
 Transfer system, or TARGET, is open; and


	
 

	
 


	
•

	
for Notes
 having a Specified Currency other than U.S. dollars only, any day that, in
 the capital city of the country issuing the Specified Currency, except for
 Australian dollars or Canadian dollars, which will be based on the cities of
 Sydney or Toronto, respectively, is not a day on which banking institutions
 are authorized or obligated to close, or for euros, which will be any day
 which is not a day on which TARGET is closed.





          The
rate of interest on this Note will be reset on the Interest Reset Date that
will be weekly, monthly, quarterly, semi-annually or annually, as specified on
the face of this Note.


          The
“Interest Reset Date” will be:


	
 

	
 


	
•

	
in the case
 of Notes (other than Treasury Rate Notes) that reset weekly, the Wednesday of
 each week;





4






	
 

	
 


	
•

	
in the case
 of Treasury Rate Notes that reset weekly, the Tuesday of each week;


	
 

	
 


	
•

	
in the case
 of Notes that reset monthly, the third Wednesday of each month;


	
 

	
 


	
•

	
in the case
 of Notes that reset quarterly, the third Wednesday of March, June, September
 and December;


	
 

	
 


	
•

	
in the case
 of Notes that reset semi-annually, the third Wednesday of two months of each
 year, as specified on the face of this Note; and


	
 

	
 


	
•

	
in the case
 of Notes that reset annually, the third Wednesday of one month of each year,
 as specified on the face of this Note.





          However,
in each case, the interest rate in effect from the date of issue to the first
Interest Reset Date with respect to this Note will be the Initial Interest Rate
set forth on the face of this Note. If any Interest Reset Date for this Note
would otherwise be a day that is not a Business Day for this Note, the Interest
Reset Date for this Note shall be postponed to the next day that is a Business
Day for this Note, except that in the case of a LIBOR Note or a EURIBOR Note,
if such Business Day is in the next succeeding calendar month, the Interest
Reset Date shall be the immediately preceding Business Day.


The interest
rate applicable to each interest accrual period beginning on an Interest Reset
Date will be the rate determined on the Calculation Date (as defined below), if
any, by reference to the Interest Determination Date. “Calculation Date” means
the date, if any, on which the Calculation Agent (as defined below) is to
calculate an interest rate for this Note. The Calculation Date shall be the
earlier of (a) the tenth calendar day after the related Interest Determination
Date for this Note or if such day is not a Business Day, the next succeeding
Business Day, or (b) the Business Day preceding the next succeeding Interest
Payment Date or the date of Maturity unless otherwise specified on the face of
this Note. “Calculation Agent” means the agent appointed by the Company to
calculate interest rates on this Note. The Calculation Agent will
be The Bank of New York Mellon unless otherwise specified on the face of this
Note.


          The
“Interest Determination Date” pertaining to an Interest Reset Date will be:


	
 

	
 


	
•

	
the second
 Business Day preceding such Interest Reset Date for (1) a Commercial Paper
 Rate Note, (2) a Federal Funds Rate Note, (3) a CD Rate Note or (4) a Prime
 Rate Note;


	
 

	
 


	
•

	
the second
 Business Day preceding such Interest Reset Date for a LIBOR Note or a EURIBOR
 Note; or


	
 

	
 


	
•

	
the day of
 the week in which such Interest Reset Date falls on which Treasury bills
 would normally be auctioned for a Treasury Rate Note.





          Treasury
bills are usually sold at auction on Monday of each week, unless that day is a
legal holiday, in which case the auction is usually held on the following
Tuesday, except that such auction may be held on the preceding Friday. If, as
the result of a legal holiday, an auction is held on the preceding Friday, such
Friday will be the Treasury Rate Note Interest Determination Date pertaining to
the Interest Reset Date occurring in the next succeeding week. If an auction
date shall fall on any Interest Reset Date for a Treasury Rate Note, then such
Interest Reset Date shall instead be the first Business Day immediately
following such auction date.


          Unless
otherwise specified on the face of this Note or in the applicable pricing
supplement, the interest payable on each Interest Payment Date or at Maturity
for this Note will be the amount of interest accrued from and including the
Original Issue Date or from and including the last Interest Payment Date to
which interest has been paid or duly provided for, as the case may be, to, but
excluding, such Interest Payment Date or the date of Maturity, as the case may
be. 


5






          Accrued
interest from the date of issue or from the last date to which interest has
been paid is calculated by multiplying the face amount of this Note by an
accrued interest factor. This accrued interest factor is computed by adding the
interest factors calculated for each day from the date of issue or from the
last date to which interest has been paid, to the date for which accrued
interest is being calculated. The interest factor (expressed as a decimal
rounded to the nearest one hundred-thousandth of a percentage point (e.g.,
9.876544% and 9.876545% being rounded to 9.87654% and 9.87655%, respectively))
for each such day is computed by dividing the interest rate (expressed as a
decimal rounded to the nearest one hundred-thousandth of a percentage point)
applicable to such date by 360, in the case of Commercial Paper Rate Notes,
Federal Funds Rate Notes, CD Rate Notes, LIBOR Notes, EURIBOR Notes and Prime
Rate Notes, or by the actual number of days in the year, in the case of
Treasury Rate Notes. All dollar amounts used in or resulting from calculations
on this Note will be rounded to the nearest cent with one half cent being
rounded upward.


          The
interest rate in effect with respect to this Note on each day that is not an
Interest Reset Date will be the interest rate determined as of the Interest
Determination Date for the immediately preceding Interest Reset Date. The
interest rate in effect with respect to this Note on any day that is an
Interest Reset Date will be the interest rate determined as of the Interest
Determination Date for that Interest Reset Date.


          The
Calculation Agent will, upon the request of the holder of this Note, provide
the interest rate then in effect and, if determined, the interest rate which
will become effective as a result of a determination made on the most recent
Interest Determination Date with respect to this Note. For purposes of calculating
the rate of interest payable on this Note, the Company will enter into an
agreement with the Calculation Agent.


          The
interest rate on this Note will in no event be higher than the maximum rate
permitted by New York law as the same may be modified by United States law of
general application. Under present New York law, the maximum rate of interest,
with few exceptions, is 25% per year (calculated on a simple interest basis).
This limit only applies to obligations that are less than $2,500,000.


Determination
of Commercial Paper Rate


          If
the Interest Rate Basis specified on the face of this Note is Commercial Paper
Rate, this Note will bear interest for each Interest Reset Period at an
interest rate calculated with reference to the Commercial Paper Rate and the
Spread or Spread Multiplier, if any, specified on the face of this Note.


          Unless
the Company indicates otherwise in the applicable pricing supplement, the
“Commercial Paper Rate” for any Interest Determination Date will be the Money
Market Yield (calculated as described below) of the rate on that date for
commercial paper having the Index Maturity as specified on the face of this
Note as such rate is published by the Board of Governors of the Federal Reserve
System in “Statistical Release H.15(519), Selected Interest Rates” or any
successor publication of the Board of Governors of the Federal Reserve System
(“H.15(519)”) under the heading “Commercial Paper—Nonfinancial.”


          The
following procedures will be followed if the Commercial Paper Rate cannot be
determined as described above:


	
 

	
 


	
•

	
In the event
 that such rate is not published prior to 3:00 p.m., New York City time, on
 the applicable Calculation Date, then the Commercial Paper Rate shall be the
 Money Market Yield of the rate on such date for commercial paper having the
 Index Maturity as specified on the face of this Note or designated in the
 applicable pricing supplement as published in the daily update of





6






	
 

	
 


	
 

	
H.15(519),
 available through the worldwide website of the Board of Governors of the
 Federal Reserve System at http://www.federalreserve.gov/releases/H15/update,
 or any successor site or publication (“H.15 Daily Update”) under the heading
 “Commercial Paper—Nonfinancial” (with an index maturity of one month or three
 months deemed to be equivalent to an index maturity of 30 days or 90 days,
 respectively).


	
 

	
 


	
•

	
If by 3:00
 p.m., New York City time, on such Calculation Date such rate is not yet
 published in H.15(519) or H.15 Daily Update, then the Commercial Paper Rate
 for such Interest Determination Date shall be calculated by the Calculation
 Agent and shall be the Money Market Yield of the arithmetic mean (each as
 rounded to the nearest one hundred-thousandth of a percentage point) of the
 offered rates of three leading dealers of commercial paper in The City of New
 York selected by the Calculation Agent, after consultation with the Company,
 as of 11:00 a.m., New York City time, on such date, for commercial paper
 having the Index Maturity as specified on the face of this Note or designated
 in the applicable pricing supplement placed for a non-financial issuer whose
 bond rating is “AA,” or the equivalent, from a nationally recognized
 securities rating agency.


	
 

	
 


	
•

	
If the
 dealers selected by the Calculation Agent are not quoting as mentioned in the
 previous sentence, the Commercial Paper Rate with respect to such Interest
 Determination Date will be the same as the Commercial Paper Rate for the
 immediately preceding Interest Reset Period (or, if there was no preceding
 Interest Reset Period, the rate of interest will be the Initial Interest
 Rate).





          The
“Money Market Yield” will be a yield (expressed as a percentage rounded to the
nearest one hundred-thousandth of a percentage point) calculated in accordance
with the following formula:


	
 

	
 

	
 

	
 


	
 

	
 

	
D x 360

	
 


	
 

	
Money Market Yield       =       

	


	
       x        100


	
 

	
 

	
360 - (D x M)

	
 





where “D”
refers to the annual rate for the commercial paper quoted on a bank discount
basis and expressed as a decimal, and “M” refers to the actual number of days
in the interest period for which interest is being calculated.


Determination
of Federal Funds Rate


          If
the Interest Rate Basis specified on the face of this Note is Federal Funds
Rate, this Note will bear interest for each Interest Reset Period at an
interest rate calculated with reference to the Federal Funds Rate and the
Spread or Spread Multiplier, if any, specified on the face of this Note.


          Unless
the Company indicates otherwise in the applicable pricing supplement, the
“Federal Funds Rate” for any Interest Determination Date will be the rate on
that date for federal funds as published in H.15(519) under the heading
“Federal Funds (Effective)” as such rate is displayed on Reuters 3000 Xtra
Service (“Reuters”) (or any successor service) on page FEDFUNDS1 (or any page
which may replace such page).


          The
following procedures will be followed if the Federal Funds Rate cannot be
determined as described above:


	
 

	
 


	
•

	
If that rate
 is not published by 3:00 p.m., New York City time, on the applicable
 Calculation Date, the Federal Funds Rate will be the rate on such Interest
 Determination Date as published in H.15 Daily Update under the heading
 “Federal Funds (Effective).”





7






	
 

	
 


	
•

	
If such rate
 is not published in either H.15(519) or H.15 Daily Update by 3:00 p.m., New
 York City time, on the applicable Calculation Date, then the Federal Funds
 Rate for such Interest Determination Date will be calculated by the
 Calculation Agent and will be the arithmetic mean (rounded to the nearest one
 hundred-thousandth of a percentage point) of the rates as of 9:00 a.m., New
 York City time, on such date for the last transaction in overnight United
 States dollar federal funds arranged by three leading brokers of federal
 funds transactions in The City of New York selected by the Calculation Agent,
 after consultation with the Company.


	
 

	
 


	
•

	
If the
 brokers selected by the Calculation Agent are not quoting as mentioned in the
 previous sentence, the Federal Funds Rate with respect to such Interest
 Determination Date will be the same as the Federal Funds Rate for the
 immediately preceding Interest Reset Period (or, if there was no preceding
 Interest Reset Period, the rate of interest will be the Initial Interest
 Rate).





Determination
of CD Rate


          If
the Interest Rate Basis specified on the face of this Note is CD Rate, this
Note will bear interest for each Interest Reset Period at an interest rate
calculated with reference to the CD Rate and the Spread or Spread Multiplier,
if any, specified on the face of this Note.


          Unless
the Company indicates otherwise in the applicable pricing supplement, the CD
Rate for any Interest Determination Date will be the rate on that date for
negotiable certificates of deposit having the Index Maturity as specified on
the face of this Note or designated in the applicable pricing supplement as
published in H.15(519) under the heading “CDs (Secondary Market).”


          The
following procedures will be followed if the CD Rate cannot be determined as
described above:


	
 

	
 


	
•

	
If that rate
 is not published by 3:00 p.m., New York City time, on the applicable
 Calculation Date, the CD Rate will be the rate on such Interest Determination
 Date for negotiable certificates of deposit of the Index Maturity as
 specified on the face of this Note or designated in the applicable pricing
 supplement as published in H.15 Daily Update under the heading “CDs
 (Secondary Market).”


	
 

	
 


	
•

	
If such rate
 is not published in either H.15(519) or H.15 Daily Update by 3:00 p.m., New
 York City time, on such Calculation Date, then the CD Rate on such Interest
 Determination Date will be calculated by the Calculation Agent and will be
 the arithmetic mean (each as rounded to the nearest one hundred-thousandth of
 a percentage point) of the secondary market offered rates as of 10:00 a.m.,
 New York City time, on such date, of three leading nonbank dealers in negotiable
 U.S. dollar certificates of deposit in The City of New York selected by the
 Calculation Agent, after consultation with the Company, for negotiable
 certificates of deposit of major United States money market banks (in the
 market for negotiable certificates of deposit) with a remaining Maturity
 closest to the Index Maturity as specified on the face of this Note or
 designated in the applicable pricing supplement in an amount that is
 representative for a single transaction in that market at that time.


	
 

	
 


	
•

	
If the
 dealers selected by the Calculation Agent are not quoting as mentioned in the
 previous sentence, the CD Rate with respect to such Interest Determination
 Date will be the same as the CD Rate for the immediately preceding Interest
 Reset Period (or, if there was no preceding Interest Reset Period, the rate
 of interest will be the Initial Interest Rate).





8






Determination
of LIBOR


          If
the Interest Rate Basis specified on the face of this Note is LIBOR, this Note
will bear interest for each Interest Reset Period at an interest rate
calculated with reference to LIBOR and the Spread or Spread Multiplier, if any,
specified on the face of this Note.


          Unless
the Company indicates otherwise in the applicable pricing supplement, LIBOR
will be determined by the Calculation Agent in accordance with the following
provisions in the order set forth below:


	
 

	
 


	
•

	
On each
 Interest Determination Date, LIBOR will be determined on the basis of the
 offered rate for deposits in the London interbank market in the Index
 Currency (as defined below) having the Index Maturity as specified on the
 face of this Note or designated in the applicable pricing supplement
 commencing on the second Business Day immediately following such Interest
 Determination Date that appears on the Designated LIBOR Page (as defined
 below) or a successor reporter of such rates selected by the Calculation
 Agent and acceptable to the Company, as of 11:00 a.m., London time, on such
 Interest Determination Date. If no rate appears on the Designated LIBOR Page,
 LIBOR in respect of such Interest Determination Date will be determined as if
 the parties had specified the rate described in the following paragraph.


	
 

	
 


	
•

	
With respect
 to an Interest Determination Date relating to a LIBOR Note to which the last
 sentence of the previous paragraph applies, the Calculation Agent will
 request the principal London offices of each of four major reference banks
 (which may include any underwriters or agents for the Notes or their
 affiliates) in the London interbank market selected by the Calculation Agent
 after consultation with the Company to provide the Calculation Agent with its
 offered quotation for deposits in the Index Currency for the period of the
 Index Maturity as specified on the face of this Note or designated in the
 applicable pricing supplement commencing on the second London Business Day
 immediately following such Interest Determination Date to prime banks in the
 London interbank market at approximately 11:00 a.m., London time, on such
 Interest Determination Date and in a Principal Amount that is at least U.S.
 $1,000,000 or the appropriate equivalent in such Index Currency that is
 representative for a single transaction in such market at such time. If at
 least two such quotations are provided, LIBOR determined on such Interest
 Determination Date will be the arithmetic mean of such quotations. If fewer
 than two quotations are provided, LIBOR determined on such Interest
 Determination Date will be the arithmetic mean of the rates quoted at
 approximately 11:00 a.m. (or such other time as specified on the face of this
 Note or designated in the applicable pricing supplement), in the principal
 financial center of the country of the specified Index Currency, on that
 Interest Determination Date for loans made in the Index Currency to leading
 European banks having the Index Maturity as specified on the face of this
 Note or designated in the applicable pricing supplement commencing on the
 second London Business Day immediately following such Interest Determination
 Date and in a Principal Amount that is at least U.S. $1,000,000 or the
 approximate equivalent in such Index Currency that is representative for a
 single transaction in such market at such time by three major reference banks
 (which may include any underwriters or agents for the Notes or their
 affiliates) in such principal financial center selected by the Calculation Agent
 after consultation with the Company; provided, however, that if fewer than
 three reference banks so selected by the Calculation Agent are quoting such
 rates as mentioned in this sentence, LIBOR with respect to such Interest
 Determination Date will be the same as LIBOR in effect for the immediately
 preceding Interest Reset Period (or, if there was no preceding Interest Reset
 Period, the rate of interest will be the Initial Interest Rate).





          “Index
Currency” means the currency (including currency units and composite
currencies) as specified on the face of this Note or designated in the
applicable pricing supplement as the currency with 


9






respect to
which LIBOR will be calculated. If no currency is specified on the face of this
Note or the applicable pricing supplement, the index currency will be U.S.
dollars. 


          “Designated
LIBOR Page” means the display on page LIBOR010 (or any other page specified on
the face of this Note or in the applicable pricing supplement) of Reuters (or
any successor service) for the purpose of displaying the London interbank
offered rates of major banks for the applicable index currency (or such other
page as may replace that page on that service for the purpose of displaying
such rates).


Determination
of EURIBOR


          If
the Interest Rate Basis specified on the face of this Note is EURIBOR, this
Note will bear interest for each Interest Reset Period at an interest rate
calculated with reference to EURIBOR and the Spread or Spread Multiplier, if
any, specified on the face of this Note.


          The
Calculation Agent will determine EURIBOR on each EURIBOR Determination Date. The
EURIBOR Determination Date is the second Business Day prior to the Interest
Reset Date for each Interest Reset Period.


          On
a EURIBOR Determination Date, the Calculation Agent will determine EURIBOR for
each Interest Reset Period as follows.


          The
Calculation Agent will determine the offered rates for deposits in euros for
the period of the Index Maturity as specified on the face of this Note or in
the applicable pricing supplement, commencing on the Interest Reset Date, which
appears on page EURIBOR01 on Reuters or any successor service as of 11:00 a.m.,
Brussels time, on that EURIBOR Determination Date.


          If
EURIBOR cannot be determined on a EURIBOR Determination Date as described above,
then the Calculation Agent will determine EURIBOR as follows:


	
 

	
 

	
 


	
•

	
The Calculation Agent will
 select four major banks in the euro-zone interbank market after consultation
 with the Company.


	
 

	
 

	
 


	
•

	
The
 Calculation Agent will request that the principal euro-zone offices of those
 four selected banks provide their offered quotations to prime banks in the
 euro-zone interbank market at approximately 11:00 a.m., Brussels time, on the
 EURIBOR Determination Date. These quotations shall be for deposits in euros
 for the period of the specified Index Maturity, commencing on the Interest
 Reset Date. Offered quotations must be based on a Principal Amount equal to
 at least €1,000,000 or the approximate equivalent in U.S. dollars that is
 representative of a single transaction in such market at that time.


	
 

	
 


	
 

	
(1)

	
If two or
 more quotations are provided, EURIBOR for the Interest Reset Period will be
 the arithmetic mean of those quotations.


	
 

	
 

	
 


	
 

	
(2)

	
If less than
 two quotations are provided, the Calculation Agent will select three major
 banks in the euro-zone after consultation with the Company and follow the steps
 in the two bullet points below:


	
 

	
 

	
 


	
•

	
The
 Calculation Agent will then determine EURIBOR for the Interest Reset Period
 as the arithmetic mean of rates quoted by those three major banks in the
 euro-zone to leading European banks at approximately 11:00 a.m., Brussels
 time, on the EURIBOR Determination Date. The rates quoted will be for loans
 in euros, for the period of the specified Index Maturity, commencing on the
 Interest Reset Date. Rates quoted must be based on a Principal Amount of at 





10






	
 

	
 


	
 

	
least
 €1,000,000 or the approximate equivalent in U.S. dollars that is
 representative of a single transaction in such market at that time.


	
 

	
 


	
•

	
If the banks
 so selected by the Calculation Agent are not quoting rates as described
 above, EURIBOR for the Interest Reset Period will be the same as for the
 immediately preceding Interest Reset Period. If there was no preceding
 Interest Reset Period, the rate of interest will be the Initial Interest Rate.





          “Euro-zone”
means the region comprised of member states of the European Union that adopted
the Euro as their single currency in accordance with the Treaty establishing
the European Community, as amended.


Determination
of Prime Rate


          If
the Interest Rate Basis specified on the face of this Note is Prime Rate, this
Note will bear interest for each Interest Reset Period at an interest rate
calculated with reference to the Prime Rate and the Spread or Spread
Multiplier, if any, as specified on the face of this Note.


          Unless
the Company indicates otherwise in the applicable pricing supplement, the Prime
Rate for any Interest Determination Date will be the rate on that date as
published in H.15(519) under the heading “Bank Prime Loan.”


          The
following procedures will be followed if the Prime Rate cannot be determined as
described above:


	
 

	
 


	
•

	
If the rate
 is not published by 3:00 p.m., New York City time, on the Calculation Date,
 then the Prime Rate will be the rate on that Interest Determination Date as
 published in H.15 Daily Update, or such other recognized electronic source
 used for the purpose of displaying such rate, under the heading “Bank Prime
 Loan.”


	
 

	
 


	
•

	
If the rate
 is not published prior to 3:00 p.m., New York City time, on the Calculation
 Date in either H.15(519) or the H.15 Daily Update, then the Calculation Agent
 will determine the Prime Rate to be the arithmetic mean of the rates of
 interest publicly announced by each bank that appears on Reuters page USPRIME
 1 (“Reuters page USPRIME1”) as that bank’s Prime Rate or base lending rate as
 in effect as of 11:00 a.m., New York City time, for that Interest Determination
 Date as quoted on Reuters page USPRIME 1 on that Interest Determination Date.


	
 

	
 


	
•

	
If fewer
 than four rates appear on Reuters page USPRIME 1 for that Interest
 Determination Date, the Calculation Agent will determine the Prime Rate to be
 the arithmetic mean of the Prime Rates quoted on the basis of the actual
 number of days in the year divided by 360 as of the close of business on that
 Interest Determination Date by three major banks in The City of New York
 selected by the Calculation Agent, after consultation with the Company, from
 which quotations are requested.


	
 

	
 


	
•

	
If the banks
 so selected by the Calculation Agent are not quoting rates as described
 above, the Prime Rate with respect to that Interest Determination Date will
 be the same as the Prime Rate for the immediately preceding Interest Reset
 Period (of, if there was no preceding Interest Reset Period, the rate of
 interest will be the Initial Interest Rate).





11






Determination
of Treasury Rate


          If
the Interest Rate Basis specified on the face of this Note is Treasury Rate,
this Note will bear interest for each Interest Reset Period at an interest rate
calculated with reference to the Treasury Rate and the Spread or Spread
Multiplier, if any, specified on the face of this Note.


          Unless
the Company indicates otherwise in the applicable pricing supplement, the
Treasury Rate for any Interest Determination Date will be the rate applicable
to the auction held on such date of direct obligations of the United States (“Treasury
bills”) having the Index Maturity as specified on the face of this Note or in
the applicable pricing supplement as such rate appears opposite the caption “INVEST
RATE” on the display on Reuters (or any successor service) on USAUCTION10 (or
any other page as may replace such page) or page USAUCTION11 (or any other page
as may replace such page).


          The
following procedures will be followed if the Treasury Rate cannot be determined
as above:


	
 

	
 


	
•

	
If the above
 rate is not published by 3:00 p.m., New York City time, on the Calculation
 Date, the Treasury Rate will be the bond equivalent yield (as defined below)
 of the rate for such Treasury bills as published in H.15 Daily Update, or
 such other recognized electronic source used for the purpose of displaying
 such rate, under the heading “U.S. Government Securities/Treasury
 Bills/Auction High.” 


	
 

	
 


	
•

	
In the event
 that the results of the auction of Treasury bills having the Index Maturity
 as specified on the face of this Note or designated in the applicable pricing
 supplement are not published or reported as provided above by 3:00 p.m., New
 York City time, on such Calculation Date, or if no such auction is held on
 such Interest Determination Date, then the Calculation Agent will determine
 the Treasury Rate to be the bond equivalent yield of the auction rate of such
 Treasury bills as announced by the U.S. Department of the Treasury.


	
 

	
 


	
•

	
In the event
 that the auction rate of Treasury bills having the Index Maturity as
 specified on the face of this Note or designated in the applicable pricing
 supplement is not so announced by the U.S. Department of the Treasury, or if
 no such auction is held, then the Treasury rate will be the bond equivalent
 yield of the rate on that Interest Determination Date of Treasury bills
 having the Index Maturity as specified on the face of this Note or designated
 in the applicable pricing supplement as published in H.15(519) under the
 heading “U.S. Government Securities/Treasury Bills/Secondary Market” or, if
 not published by 3:00 p.m., New York City time, on the related Calculation
 Date, the rate on that Interest Determination Date of such Treasury bills as
 published in H.15 Daily Update, or such other recognized electronic source
 used for the purpose of displaying such rate, under the heading “U.S.
 Government Securities/Treasury Bills/Secondary Market.” 


	
 

	
 


	
•

	
In the event
 such rate is not published by 3:00 p.m., New York City time, on such
 Calculation Date, then the Calculation Agent will calculate the Treasury
 rate, which will be a bond equivalent yield of the arithmetic mean of the
 secondary market bid rates, as of approximately 3:30 p.m., New York City
 time, on such Interest Determination Date, of three leading primary U.S.
 government securities dealers selected by the Calculation Agent after
 consultation with the Company for the issue of Treasury bills with a remaining
 maturity closest to the Index Maturity as specified on the face of this Note
 or designated in the applicable pricing supplement. 


	
 

	
 


	
•

	
If the
 dealers selected by the Calculation Agent are not quoting bid rates as
 mentioned in this sentence, the Treasury rate with respect to the Interest
 Determination Date will be the same as the Treasury rate in effect for the
 immediately preceding Interest Reset Period (or, if there was no preceding
 Interest Reset Period, the rate of interest will be the Initial Interest
 Rate).





12






          “Bond
Equivalent Yield” means a yield (expressed as a percentage) calculated as
follows:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
D  ́ N

	
 

	
 


	
Bond
 Equivalent

	
=  

	


	
 ́

	
100


	
 

	
 

	
360 - (D  ́
 M)

	
 

	
 





where “D”
refers to the applicable annual rate for the Treasury bills quoted on a bank
discount basis and expressed as a decimal, “N” refers to 365 or 366, as the
case may be, and “M” refers to the actual number of days in the interest period
for which interest is being calculated.


Indexed Notes


          If
this Note is an indexed note, then certain or all interest payments, in the
case of an Indexed Rate Note, and/or the Principal Amount payable at Maturity,
in the case of an Indexed Principal Note, is determined by reference to the
amount designated on the face of this Note or in the applicable pricing
supplement as the face amount of this Note and by reference to the Index as
described on the face of this Note or in the applicable pricing supplement. If
this Note is an Indexed Rate Note that is also an Indexed Principal Note, the
amount of any interest payment will be determined by reference to the face
amount described on the face of this Note or in the applicable pricing
supplement unless otherwise specified. If this Note is an Indexed Principal
Note, the Principal Amount payable at Maturity may be different from the face
amount. Principal Amount payable at Stated Maturity will be calculated in the
manner set forth in the applicable pricing supplement.


Amortizing
Notes


          If
this Note is an Amortizing Note, a portion or all the Principal Amount of the
Note is payable prior to Stated Maturity in accordance with a schedule, by
application of a formula, or by reference to an Index as set forth on the face
of this Note or in the applicable pricing supplement.


Redemption and
Repayment


          If
so specified on the face of this Note or in the applicable pricing supplement,
the Company may, at its option, redeem this Note in whole or in part, on the
date or dates (each a “Redemption Date”) specified herein, at the price
(the “Redemption
Price”) (together with interest accrued to such Redemption Date) specified
herein. Provisions regarding requirements and procedures for redemption if other than
set forth in the Indenture will be set forth in the applicable pricing supplement.


          If
so specified on the face of this Note or in the applicable pricing supplement,
this Note will be repayable prior to Maturity at the option of the holder on
the Repayment Dates shown on the face of this Note or in the applicable pricing
supplement at the Repayment Prices shown on the face of this Note or in the
applicable pricing supplement, together with interest accrued to the date of
repayment. Provisions regarding requirements and procedures for repayment will
be set forth in the applicable pricing supplement.


          Unless
otherwise specified on the face of this Note or in the applicable pricing
supplement, this Note will not be subject to any sinking fund.


          The
Company may at any time purchase Notes at any price in the open market or
otherwise. Notes so purchased by the Company may, at the discretion of the
Company, be held or resold or surrendered to the Trustee for such Notes for
cancellation.


13






Other Terms


          As
specified on the face of this Note or in the applicable pricing supplement,
this Note may also have either or both of the following (in each case expressed
as a rate per annum on a simple interest basis): (i) a maximum limitation, or
ceiling, on the rate at which interest may accrue during any interest period (“Maximum
Interest Rate”) and/or (ii) a minimum limitation, or floor, on the rate at
which interest may accrue during any interest period (“Minimum Interest Rate”).


          The
Indenture contains provisions for defeasance and discharge at the Company’s
option of either the entire principal of all the Securities of any series or of
certain covenants in the Indenture upon compliance by the Company with certain
conditions set forth therein.


          If
an Event of Default (as defined in the Indenture) with respect to the Notes,
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 of each series to be affected under the
Indenture at any time by the Company and the Trustee with the consent of the
holders of not less than a majority in aggregate Principal Amount of the
Outstanding Securities of each series to be affected thereby. The Indenture
also permits, with certain exceptions as therein provided, the holders of not
less than a majority in aggregate Principal Amount of outstanding Notes of any
series, on behalf of the holders of all the Notes of such series, 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 such
series. 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 limitations set forth therein,
the transfer of this Note is registrable 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 Borough of
Manhattan, The City of New York, State of 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 in registered form without coupons in denominations of
$100,000 and any larger amount that is an integral multiple of $1,000. 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.


14






          In
case this Note shall at any time become mutilated, destroyed, stolen or lost
and this Note or evidence of the loss, theft, or destruction hereof (together
with such indemnity and such other documents or proof as may be required by the
Company or the Trustee) shall be delivered to the principal corporate trust
office of the Trustee, a new Note of like tenor and Principal Amount will be
issued by the Company in exchange for, or in lieu of, this Note. All expenses
and reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
holder of this Note.


          Holders
of Securities may not enforce their rights pursuant to the Indenture or the
Note except as provided in the Indenture.


          Certain
terms used in this Note which are defined in the Indenture have the meaning 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.


          Prior
to the due presentment for the registration of transfer, 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 holder 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.


15






ABBREVIATIONS


The following
abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to
applicable laws or regulations:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
TEN COM

	
-

	
as tenants
 in common

	
UNIF GIFT MIN ACT

	 	
_____________ 

	
Custodian

	
____________


	
TEN ENT

	
-

	
as tenants
 by the entireties

	
 

	 	
(Cust)

	
 

	
(Minor)


	
JT TEN

	
-

	
as joint
 tenants with right of
 survivorship and not as tenants in
 common

	
 

	 	
Under
 Uniform Gifts to Minors Act


	
 

	
 

	
 

	 	
 


	
 

	
 

	
 

	 	



	
 

	
 

	
 

	
 

	 	
(State)





          Additional
abbreviations may also be used though not in the above list


16






OPTION TO ELECT REPAYMENT


          The
undersigned hereby irrevocably requests and instructs the Company to repay $
___ Principal Amount of the Note, pursuant to its terms, on the “Repayment Date”
first occurring after the date of receipt of the within Note as specified
below, together with interest thereon accrued to the date of 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, a new Note or Notes
representing the remaining Principal Amount of this Note.


          For
this Option to Elect Repayment to be effective, this Note with the Option to
Elect Repayment duly completed must be received by the Company within the
relevant time period applicable to the within Note at its office or agency,
located initially at the office of the Trustee at 101 Barclay Street, New York,
New York, 10286, Attention: Corporate Trust Administration.


	
 

	
 


	
Dated:

	
 


	
 

	



	
 

	
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.





FOR VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


	
 


	
Please
 Insert Social Security or Other 
Identifying Number of Assignee


	
 


	
 





	
 







	
 


	
__________________________________________________________________________________________________________________________________________


	
 


	
__________________________________________________________________________________________________________________________________________


	
Please Print or Type Name and Address Including Zip Code of Assignee


	
 


	
__________________________________________________________________________________________________________________________________________


	
the within
 Note and all rights thereunder, hereby irrevocably constituting and
 appointing


	
 


	
________________________________________________________________________________________________________________________
 attorney


	
 


	
__________________________________________________________________________________________________________________________________________


	
to transfer
 such Note on the books of American Express Credit Corporation, with full
 power of substitution in the premises.








	
 

	
 

	
 


	
Dated: 

	
 

	
 


	
 

	


	



	
 

	
 

	
Signature


	
 

	
 

	
 


	
 

	
 

	



	
 

	
 

	
NOTICE: The
 signature to this assignment must correspond with the name as it appears upon
 the face of the Note in every particular, without alteration or enlargement
 or any change whatsoever





17