Exhibit 4(i)


Form of Permanent Global Registered Fixed
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 Issuance

(Fixed Rate)


	
 

	
 


	
REGISTERED

	
 


	
No.
 FX_________

	
              CUSIP
 NO._______________


	
 

	
 


	
Issue Price:

	
Principal
 Amount:


	
 

	
 


	
Original
 Issue Date:

	
Stated
 Maturity:


	
 

	
 


	
Interest
 Rate:

	
Interest
 Payment Dates:


	
 

	
 


	
Authorized
 Denominations (if other than as set

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


	
forth in the
 Prospectus Supplement):

	
 


	
 

	
 


	
Indexed
 Principal Note: (If yes, see attached)


	
 

	
 


	
Amortizing
 Note:

	
Amortizing
 Schedule:


	
 

	
 


	
Redemption
 Terms:

	
Redemption
 Dates:


	
 

	
 


	
Repayment
 Terms:

	
Repayment
 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 on the face of this Note 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) at the Interest Rate
shown above from the Original Issue Date shown above or from the most recent
date to which interest has been paid or duly provided for, semiannually in
arrears on [          ] and
[          ], commencing with
the [          ] or
[          ] following the
Original Issue Date shown above (the “Interest Payment Dates”) as specified on
the face of this Note or in the applicable pricing supplement and 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 (“Maturity”),
until, in either case, the Principal Amount then outstanding or the face amount
is paid or duly provided for in accordance with the terms hereof. 


                    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. 


2






                    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





3






REVERSE OF GLOBAL FIXED 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 Note issued in definitive form
other than interest due at Maturity may be made by check mailed to the address
of the person entitled thereto as such address shall appear in the Securities
Register. Interest will be paid to persons in whose names the Notes are
registered at the close of business on [          ]
or [          ], as the case
may be, prior to any Interest Payment Date (the “Regular Record Date”) provided
that interest due at Maturity will be paid to the person to whom principal is
payable. 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. Interest shall be computed
on the basis of a 360-day year and of twelve 30-day months from the Original
Issue Date shown above or from the most recent Interest Payment Date to which
interest has been paid or duly provided for. 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. 


Indexed Notes 


                    If
this Note is an Indexed Principal Note, then the Principal Amount payable at
Maturity 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 hereof or in the
applicable pricing supplement. 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. 


Redemption and
Repayment 


                    If
so specified on the face hereof or in the applicable pricing supplement, the
Company may, at its option, redeem this Note in whole or in part, on the
Redemption Date specified herein, at the Redemption Price (together with
accrued interest to such Redemption Date) specified herein. Provisions 


4






regarding
requirements and procedures if other than set forth in the Indenture for
redemption will be set forth in the applicable pricing supplement. 


                    If
so specified on the face hereof 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 hereof or in the applicable pricing
supplement at the Repayment Prices shown on the face hereof 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 hereof or in the applicable pricing supplement,
this Note will not be subject to any sinking fund. 


Other Terms 


                    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. 


5






                    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,
the 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. 


                    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 due presentment for 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. 


6






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

	
 

	
Under
 Uniform Gifts to Minors Act


	
 

	
survivorship
 and not as tenants in

	
 

	
 


	
 

	
common

	
 

	



	
 

	
 

	
 

	
(State)





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


OPTION TO ELECT REPAYMENT


                    The
undersigned hereby irrevocably requests and instructs the Company to repay $
______ Principal Amount of the within 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. 





7






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 of


	
 

	
enlargement or any change whatsoever





8