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Program for the Issuance of Debt Instruments

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Program for the Issuance of Debt Instruments INFORMATION MEMORANDUM American Express Travel Related Services Company, Inc. (Incorporated in the State of New York, United States of America) American Express Bank Ltd. (Incorporated in the State of Connecticut, United States of America) American Express Credit Corporation (Incorporated in the State of Delaware, United States of America) American Express Overseas Credit Corporation Limited (Incorporated as a limited liability company under the laws of the Island of Jersey) American Express Centurion Bank (Incorporated in the State of Utah, United States of America) Program for the Issuance of Debt Instruments Application has been made to the Luxembourg Stock Exchange for debt instruments (the "Instruments") issued under the program (the "Program") described in the Information Memorandum to be listed on the Luxembourg Stock Exchange during the period of twelve months from the date of this document. Instruments may also be issued under the Program which are listed on a stock exchange other than the Luxembourg Stock Exchange. The Instruments have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The Instruments will be issued only in bearer form and are subject to United States tax law requirements. The Instruments may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons, subject to certain exceptions. This Information Memorandum supersedes the previous Information Memorandum dated June 27, 2002. Any Instruments issued under the Program after the date hereof are issued subject to the provisions set out herein. This does not affect any Instrument issued prior to the date hereof. Arranger for the Program ABN AMRO Dealers ABN AMRO Barclays Capital BNP PARIBAS Credit Suisse First Boston Dresdner Kleinwort Wasserstein Goldman Sachs International Lehman Brothers Morgan Stanley Tokyo-Mitsubishi International pic Westpac Banking Corporation The date of this Information Memorandum is December 22, 2003 Each of American Express Travel Related Services Company, Inc. ("TRS"), American Express Bank Ltd. ("AEB"), American Express Credit Corporation ("Credco"), American Express Overseas Credit Corporation Limited ("AEOCC") and American Express Centurion Bank ("AECB") (each an "Issuer" and together the "Issuers") accepts responsibility for the information contained in the Information Memorandum. Various forward-looking statements are made in this Information Memorandum, which generally include the words "believe", "expect", "anticipate", "optimistic", "plan", "intend", "aim", "will", "should", "could", "likely" and similar expressions. Certain factors that may cause actual results to differ materially from these forward-looking statements, including American Express' (the "Company") goals referred to herein, are discussed on pages 108-111. The Information Memorandum should be read and construed with any amendment or supplement thereto and with any other documents incorporated by reference and, in relation to any Series (as defined herein) of Instruments, should be read and construed together with the relevant Pricing Supplement(s) (as defined herein). The Issuers each confirm that the information contained in the Information Memorandum with respect to such Issuer and the Instruments is true, accurate and complete in all material respects and is not misleading; that the opinions and intentions expressed therein relating to such Issuer are honestly held and based on reasonable assumptions; that there are no other facts in relation to the information contained or incorporated by reference in the Information Memorandum the omission of which would, in the context of the Program or the issue of the Instruments, make any statement therein or opinions or intentions expressed therein misleading in any material respect; and that all reasonable enquiries have been made to verify the foregoing. The Issuers have further confirmed to the Dealers that this Information Memorandum (together with the relevant Pricing Supplement) contains all such information as may be required by all applicable laws, rules and regulations. No person has been authorized by any of the Issuers to give any information or to make any representation not contained in or not consistent with the Information Memorandum or any other document entered into in relation to the Program or any information supplied by any of the Issuers or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorized by any of the Issuers or any Dealer. No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and neither the Dealers nor any of their respective affiliates make any representation or warranty or accept any responsibility, as to the accuracy or completeness of the information contained in the Information Memorandum. Neither the delivery of the Information Memorandum or any Pricing Supplement nor the offering, sale or delivery of any Instrument shall, in any circumstances, create any implication that the information contained in the Information Memorandum is true subsequent to the date thereof or the date upon which the Information Memorandum has been most recently amended or supplemented or that there has been no adverse change in the financial situation of any of the Issuers since the date thereof or, as the case may be, the date upon which the Information Memorandum has been most recently amended or supplemented or the balance sheet date of the most recent relevant financial statements which are deemed to be incorporated into the Information Memorandum by reference or that any other information supplied in connection with the Program is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The distribution of the Information Memorandum and any Pricing Supplement and the offering, sale and delivery of the Instruments in certain jurisdictions may be restricted by law. Persons into whose possession the Information Memorandum or any Pricing Supplement comes are required by the Issuers and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Instruments and on the distribution of the Information Memorandum and/or any Pricing Supplement and other offering material relating to the Instruments, see "Subscription and Sale". Neither the Information Memorandum nor any Pricing Supplement may be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. The Issuers have not authorized any offer of Instruments to the public in the United Kingdom within the meaning of the Public Offer of Securities Regulations 1995 (the "Regulations"). Instruments may not lawfully be offered or sold to persons in the United Kingdom except in circumstances which do not result in an offer to the public in the United Kingdom within the meaning of the Regulations or otherwise in compliance with all applicable provisions of the Regulations. Neither the Information Memorandum nor any Pricing Supplement constitutes an offer or an invitation to subscribe for or purchase any Instruments and should not be considered as a recommendation by any of the Issuers, the Dealers or any of them that any recipient of the Information Memorandum or any Pricing Supplement should subscribe for or purchase any Instruments. Each recipient of the Information Memorandum or any Pricing Supplement shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuers. All references in the Information Memorandum to "U.S.$", "$", "U.S. dollars", "United States dollars" or "USD" are to the lawful currency of the United States of America and references to the "U.S." are to the United States of America. DOCUMENTS INCORPORATED BY REFERENCE Credco, one of the Issuers, is subject to the informational requirements of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other information with the United States Securities and Exchange Commission (the "SEC"). All such reports and other information may be inspected and copied at prescribed rates at the Public Reference Room of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549 and from its Web site at: http://www.sec.gov. AECB submits quarterly to the Federal Deposit Insurance Corporation (the "FDIC") on behalf of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") certain reports regarding its financial condition and results of operations (each, a "Call Report" and collectively, the "Call Reports") entitled "Consolidated Reports of Condition and Income for a Bank with Domestic and Foreign Offices". Each Call Report consists of a Balance Sheet, Income Statement, Changes in Equity Capital and other supporting schedules as of the end of the period to which such Call Report relates. The Call Reports are prepared in accordance with regulatory instructions issued by the Federal Financial Institutions Examination Council. Because of the special supervisory, regulatory and economic policy needs served by the Call Reports, such regulatory instructions do not
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