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Proxy Statement for 2012 Annual Meeting of Shareholders Our Values Our Blue Box Values Reflect Who We Are and What We Stand for As a Company

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Proxy Statement for 2012 Annual Meeting of Shareholders Our Values Our Blue Box Values Reflect Who We Are and What We Stand for As a Company proxy statement for 2012 annual meeting of shareholders our values Our Blue Box Values reflect who we are and what we stand for as a company. Customer Quality Integrity Commitment We provide outstanding We uphold the highest We develop products and unsurpassed standards of integrity in all relationships that make service that, together, of our actions. a positive difference deliver premium value to our in our customers’ lives. customers. Teamwork Respect for People We work together, across We value our people, boundaries, to meet the encourage their needs of our customers and development and reward to help the company win. their performance. Good Citizenship A Will to Win Personal Accountability We are good citizens in We exhibit a strong will communities in which we to win in the marketplace We are personally live and work. and in every aspect of our accountable for delivering on business. our commitments. 2011 was a year of accomplishment and innovation at American Express. We achieved strong growth in our core businesses, earned record net income, provided innovative products and services, and delivered healthy shareholder returns, while investing in our transformation for the future. We achieve our results through a commitment to our values. American Express’ Blue Box Values reflect who we are and what we stand for as a company. They are designed to guide our employees and form the basis of our success. AMERICAN EXPRESS COMPANY 200 VESEY STREET NEW YORK, NEW YORK 10285 NOTICEOF ANNUAL MEETING OF SHAREHOLDERS Date and Time Monday, April 30, 2012, at 9:00 a.m. Place American Express Company 200 Vesey Street, 26th Floor New York, New York 10285 Items of Business (1) Election of directors (2) Ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2012 (3) Advisory resolution to approve executive compensation (4) Approval of performance goals and award limits under 2007 Incentive Compensation Plan (5) Shareholder proposal relating to cumulative voting for directors (6) Shareholder proposal relating to separation of chairman and CEO roles (7) Such other business that may properly come before the Annual Meeting Record Date Close of business on March 1, 2012 Carol V. Schwartz Secretary and Corporate Governance Officer March 19, 2012 TABLE OF CONTENTS General Information .......................................................... 1 Annual Meeting Information ................................................ 1 How to View Proxy Materials Online ......................................... 1 How to Vote .............................................................. 1 Proxy Summary ............................................................. 3 2011 Performance Highlights ............................................... 3 Executive Compensation Program .......................................... 3 Meeting Agenda Items .................................................... 4 Election of Directors .................................................. 4 Ratification of Appointment of PricewaterhouseCoopers LLP for 2012 ....... 5 Advisory Approval of Our Executive Compensation ....................... 5 Management Proposal ................................................ 5 Shareholder Proposals ................................................ 5 Corporate Governance at American Express .................................... 6 Our Corporate Governance Framework ...................................... 6 Corporate Governance Principles and Practices .............................. 7 Board Meetings and Board Committees ..................................... 10 Risk Oversight ............................................................ 12 Report of the Audit and Risk Committee ..................................... 13 Corporate Citizenship ..................................................... 14 Ownership of Our Common Shares ............................................ 15 Compensation of Directors ................................................... 17 Executive Compensation ..................................................... 19 Compensation Discussion and Analysis ...................................... 19 Report of the Compensation and Benefits Committee ......................... 39 Executive Compensation Tables ............................................ 40 Equity Compensation Plans ................................................ 54 Item 1—Election of Directors .................................................. 55 Board Membership Criteria and Diversity .................................... 55 Our Director Nominees .................................................... 56 Item 2—Ratification of Independent Registered Public Accounting Firm ........... 65 Item 3—Advisory Resolution to Approve Executive Compensation (Say on Pay) .... 67 Item 4—Approval of Performance Goals and Award Limits Under 2007 Incentive Compensation Plan ........................................ 68 Item 5—Shareholder Proposal Relating to Cumulative Voting for Directors ........ 76 Item 6—Shareholder Proposal Relating to Separate Chairman and CEO Roles ..... 77 Additional Information ....................................................... 79 Certain Relationships and Transactions ...................................... 79 Section 16(a) Beneficial Ownership Reporting Compliance ..................... 81 Director and Officer Liability Insurance ...................................... 81 2013 Annual Meeting of Shareholders Information ............................ 81 Other Matters ............................................................ 82 Voting Instructions and Information ........................................... 84 Voting Instructions ....................................................... 84 Voting Information ........................................................ 85 Additional Information Regarding Participants in the Solicitation .................A-1 American Express Company 2007 Incentive Compensation Plan .................B-1 Location of Annual Meeting .....................................Inside Back Cover GENERAL INFORMATION Annual Meeting Information We are providing this proxy statement to you in connection with the solicitation of proxies by the board of directors of American Express Company for the 2012 Annual Meeting of Shareholders and for any adjournment or postponement of the meeting. We expect to begin mailing our proxy materials on March 21, 2012. We are holding the Annual Meeting at 9:00 a.m. Eastern Time on Monday, April 30, 2012, at our headquarters in New York City, and we invite you to attend in person. Directions are on the inside back cover. If you need special assistance at the meeting because of a disability, you may contact Carol V. Schwartz, our Secretary, by telephone at 212-640-5714, by e-mail at [email protected], or by writing to her at the company’s headquarters at 200 Vesey Street, New York, New York 10285. We do not require tickets for admission to the meeting. However, to assure that attendance is limited to shareholders, please bring proof of your common share ownership, such as a current brokerage statement, and photo identification. If you hold shares through a broker or bank in street name, you must obtain a valid legal proxy, executed in your favor, from the holder of record if you wish to vote these shares at the meeting. For security purposes, no cameras, camcorders, videotaping equipment, or other recording devices and no large packages, banners, placards, or signs will be permitted in the meeting. We have arranged for a live audio webcast and a replay of the 2012 Annual Meeting of Shareholders to be accessible to the general public at our website at http://ir.americanexpress.com. (Information from this website is not incorporated by reference into this proxy statement.) How to View Proxy Materials Online Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on April 30, 2012. Our proxy statement and 2011 annual report to shareholders are available online at http://ir.americanexpress.com. We will mail to certain shareholders a notice of Internet availability of proxy materials. This notice contains instructions on how to access our proxy statement and 2011 annual report and to vote online. We also offer you the option to receive our proxy materials electronically in the future. You may register to do so at our website. How to Vote Please vote promptly. We encourage you to vote as soon as possible, even if you plan to attend the meeting in person. Your vote is important, and for all items other than ratification of our auditor, if you hold shares in street name, your shares will not be voted by your bank or broker if you do not provide voting instructions. You may vote common shares that you owned as of March 1, 2012, which is the record date for the meeting. You may vote in the following ways: BY TELEPHONE BY INTERNET BY MAIL In the United States or Canada, you You can vote your shares online at You can vote by mail by marking, dating, can vote your shares by calling www.proxyvote.com. and signing your proxy card or voting 1-800-690-6903. instruction form and returning it in the accompanying postage-paid envelope. 1 GENERAL INFORMATION For telephone and Internet voting, you will need the 12-digit control number included on your notice, on your proxy card, or in the instructions that accompanied your proxy materials. Telephone and Internet voting are available through 11:59 p.m. Eastern Time on Wednesday, April 25, 2012, for
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