0000930413-09-002795 Sample Contracts

TERMS AGREEMENT
Terms Agreement • May 19th, 2009 • American Express Co • Finance services

We (the “Representatives”) understand that American Express Company, a New York corporation (the “Company”), proposes to issue and sell U.S.$ 1,250,000,000 aggregate principal amount of its 7.250% Notes due May 20, 2014 (the “2014 Notes”) and U.S.$ 1,750,000,000 aggregate principal amount of its 8.125% Notes due May 20, 2019 (the “2019 Notes” and, together with the 2014 Notes, the “Securities”) pursuant to the Company’s Registration Statement on Form S-3 (No. 333-138032) (the “Registration Statement”).

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