American Express Company

2001 Notice of Annual Meeting

and

Proxy Statement

AMERICAN EXPRESS COMPANY200 VESEY STREETNEW YORK, NEW YORK 10285

NOTICE OFANNUAL MEETING OF SHAREHOLDERS

DATE . . . . . . . . . . . . . . . . . . . . . . . Monday, April 23, 2001 at 10:00 A.M.

PLACE . . . . . . . . . . . . . . . . . . . . . . American Express Company200 Vesey Street, 26th floorNew York, New York 10285

ITEMS OF BUSINESS . . . . . . (1) To elect Directors.

(2) To ratify our selection of Ernst &Young LLP as our independentauditors for 2001.

(3) To vote on a shareholder proposalrelating to rotating the location ofour annual shareholders meeting,which our Board of Directorsopposes.

(4) To transact such other business thatmay properly come before themeeting.

RECORD DATE . . . . . . . . . . . . You can vote if you are a shareholderof record on March 6, 2001.

STEPHEN P. NORMANSecretary

March 14, 2001

TABLE OF CONTENTS

Page

General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Voting Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Board and Committee Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Report of the Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Compensation of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Ownership of Our Common Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Item 1—Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Item 2—Selection of Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Item 3—Shareholder Proposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Compensation Committee Report on Executive Compensation 18

Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Section 16(a) Beneficial Ownership Reporting Compliance . . . . . . . . 41

Directors and Officers Liability Insurance . . . . . . . . . . . . . . . . . . . . . . . . 42

Requirements, Including Deadlines for Submission of ProxyProposals, Nomination of Directors and Other Business ofShareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

Exhibit A—Audit Committee Charter . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

AMERICAN EXPRESS COMPANY200 VESEY STREETNEW YORK, NEW YORK 10285

March 14, 2001

PROXY STATEMENT

GENERAL INFORMATION

We are providing these proxy materials to you in connection withthe solicitation of proxies by the Board of Directors of AmericanExpress Company for the 2001 Annual Meeting of Shareholders and forany adjournment or postponement of the meeting. In this ProxyStatement, we refer to American Express Company as “the Company,’’“we’’ or “us.’’

We are holding the Annual Meeting at 10:00 a.m. on Monday,April 23, 2001 and invite you to attend in person. If you need specialassistance at the meeting because of a disability, please call Stephen P.Norman, our Corporate Secretary, at (212) 640-5583.

The Company has arranged for live audio of the 2001 AnnualMeeting to be accessible to the general public on the American Expresswebsite at http://ir.americanexpress.com. A replay of the meeting’s audiowebcast will also be available at the same website address.

We intend to mail this Proxy Statement and proxy card toshareholders starting on or about March 16, 2001.

VOTING INFORMATION

Record Date

You may vote all shares that you own as of March 6, 2001, whichis the record date for the Annual Meeting. On March 6, 2001, we had1,333,238,520 common shares outstanding. Each common share isentitled to one vote on each matter properly brought before the meeting.

Ownership of Shares

You may own common shares either (1) directly in your name asthe shareholder of record, which includes shares purchased through ourShareholder’s Stock Purchase Plan (Purchase Plan) and restricted shareawards (RSAs) issued under our long-term incentive plans for employeesor (2) indirectly through a broker, bank or other holder of record, whichincludes shares in the American Express Stock Fund of our IncentiveSavings Plan (ISP).

If your shares are registered directly in your name, you are theholder of record of these shares and we are sending these proxymaterials directly to you. As the holder of record, you have the right togive your proxy directly to us or to vote in person at the meeting. Ifyou hold your shares in a brokerage account or through a bank or otherholder of record, you hold the shares in “street name,’’ and your broker,bank or other holder of record is sending these proxy materials to you.As a holder in street name, you have the right to direct your broker,bank or other holder of record how to vote by filling out a votinginstruction form. Regardless of how you hold your shares, we invite youto attend the meeting.

How to Vote

Your vote is important. We encourage you to vote promptly. Youmay vote in one of the following ways:

By Telephone. If you are located in the U.S., you can vote yourshares by calling the toll-free telephone number on your proxy card. Youmay vote by telephone 24 hours a day through Friday, April 20, 2001.The telephone voting system has easy-to-follow instructions and allowsyou to confirm that the system has properly recorded your votes. If youvote by telephone, you do not need to return your proxy card. If youare an owner in street name, please follow the instructions thataccompany your proxy materials.

By Internet. You can also vote your shares by the Internet. Yourproxy card indicates the web site you may access for Internet voting.You may vote by the Internet 24 hours a day through Friday, April 20,2001. As with telephone voting, you will be able to confirm that thesystem has properly recorded your vote. If you are an owner in streetname, please follow the instructions that accompany your proxymaterials. You may incur costs such as telephone and Internet accesscharges if you vote by the Internet.

By Mail. If you are a holder of record, you can vote by marking,dating and signing your proxy card and returning it by mail in theenclosed postage-paid envelope. If you hold your shares in street name,please complete and mail the voting instruction card.

At the Annual Meeting. The way you vote your shares now willnot limit your right to change your vote at the Annual Meeting if youattend in person. If you hold your shares in street name, you mustobtain a proxy, executed in your favor, from the holder of record if youwish to vote these shares at the Meeting.

All shares that have been properly voted and not revoked will bevoted at the Annual Meeting. If you sign and return your proxy card

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without any voting instructions, your shares will be voted as our Boardof Directors recommends.

Revocation of Proxies. You can revoke your proxy at any timebefore your shares are voted if you (1) submit a written revocation toour Secretary, Stephen P. Norman, (2) submit a later-dated proxy (orvoting instructions if you hold shares in street name), (3) providesubsequent telephone or Internet voting instructions or (4) vote in personat the Annual Meeting.

Shares Held Under Plans

If you participate in the Purchase Plan, your proxy card shows thenumber of shares enrolled in that plan as well as any shares you haveacquired through dividend reinvestment. If you participate in the ISP,your proxy card may include shares that the plan has credited to youraccount. To allow sufficient time for the ISP trustee to vote, the trusteemust receive your voting instructions by April 17, 2001. If the ISPtrustee does not receive your instructions by that date, the trustee willvote your shares in the same proportion of votes that the trustee receivesfrom other ISP participants.

Confidential Voting

We maintain the confidentiality of the votes of individualshareholders. We do not disclose these votes to any member ofmanagement, except if we must disclose them for legal reasons.However, if a shareholder writes a comment on the proxy card, wewill forward the comment to management. In reviewing the comment,management may learn how the shareholder voted. In addition, theInspectors of Election and selected employees of our independenttabulating agent may have access to individual votes in the normalcourse of counting and verifying the vote.

Quorum and Required Vote

Quorum. We will have a quorum and will be able to conduct thebusiness of the Annual Meeting if the holders of a majority of the votesthat shareholders are entitled to cast are present at the Meeting, either inperson or by proxy.

Votes Required for Proposals. To elect directors and adopt theother proposals, the following proportion of votes is required:

• To elect the Directors, a plurality of the votes cast.• To ratify the selection of our auditors and to adopt the

shareholder proposal, the affirmative vote of a majority of thevotes cast.

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Routine and Non-Routine Proposals. New York Stock Exchangerules determine whether proposals presented at shareholder meetings areroutine or not routine. If a proposal is routine, a broker or other entityholding shares for an owner in street name may vote for the proposalwithout voting instructions from the owner. If a proposal is not routine,the broker or other entity may vote on the proposal only if the ownerhas provided voting instructions. A broker non-vote occurs when thebroker or other entity is unable to vote on a proposal because theproposal is not routine and the owner does not provide any instructions.

The New York Stock Exchange has informed us that the election ofdirectors and ratification of the selection of our auditors are routineitems. The Exchange has also informed us that the shareholder proposalis not a routine item.

How We Count Votes. In determining whether we have a quorum,we count abstentions and broker non-votes as present and entitled tovote.

In counting votes on the proposals:• We do not count abstentions or broker non-votes as votes cast for

the election of Directors, but we do count votes withheld for oneor more nominees as votes cast.

• We do not count abstentions as votes cast on our proposal toratify the selection of auditors or the shareholder proposal. Nordo we count broker non-votes as votes cast on the shareholderproposal. Abstentions and broker non-votes will have no impacton the outcome of these proposals.

Multiple Shareholders Sharing the Same Address

In accordance with a notice sent earlier this year to certain street-name shareholders who share a single address, we are sending only oneannual report and proxy statement to that address unless we receivedcontrary instructions from any shareholder at that address. This practice,known as “householding,’’ is designed to reduce our printing and postagecosts. However, if any shareholder residing at such an address wishes toreceive a separate annual report or proxy statement in the future, theymay telephone the Secretary at (212) 640-5583 or write to him at200 Vesey Street, New York, New York 10285-5005. If you arereceiving multiple copies of our annual report and proxy statement, youcan request householding by contacting the Secretary in the samemanner.

Cost of Proxy Solicitation

We will pay the expenses of soliciting proxies. Our Directors,officers or employees may solicit proxies for us in person, or by

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telephone, facsimile or electronic transmission. We have hired Morrow &Co. to help us distribute and solicit proxies. We will pay Morrow$17,500 plus expenses for these services.

BOARD AND COMMITTEE GOVERNANCE

Our business is managed under the direction of the Board ofDirectors. Except for Messrs. Golub and Chenault, none of our Boardmembers is employed by the Company. The Board limits membership ofthe Audit Committee, Compensation and Benefits Committee andCommittee on Directors to non-employee Directors. We keep Boardmembers informed of our business through discussions with management,materials we provide to them, visits to our offices and their participationin Board and Board committee meetings.

During 2000, the Board of Directors met nine times. The Board ofDirectors has six committees. All our Directors, except for Mr. Lewisand Mr. McGinn, attended 75 percent or more of the meetings of theBoard and Board committees on which they served in 2000.

This table lists our committees, the Directors who currently serveon them and the number of committee meetings held in 2000.

Membership on Board Committees

CommitteeCompensation on Public

Name Audit Finance and Benefits Directors Executive ResponsibilityMr. Akerson C • •

Mr. Artzt • •

Mr. Bowen • • C

Mr. Chenault •

Mr. Golub C

Ms. Greenough • •

Mr. Johnson • • •

Mr. Jordan C • •

Mr. Leschly • •

Mr. McGinn • • •

Mr. Popoff C • •

2000 Meetings 7 3 4 1 0 2

C = Chair• = Member

Audit Committee. All members of the Audit Committee areindependent directors as defined in the listing standards of The NewYork Stock Exchange. The Board of Directors has approved a writtencharter governing the Committee, a copy of which is attached to thisproxy statement as Exhibit A. The functions of the Committee are

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described in this charter and in the following Report of the AuditCommittee.

Report of the Audit Committee

The role of the Audit Committee is to assist the Board of Directorsin its oversight of the Company’s financial reporting process.Management has the primary responsibility for the financial statementsand the reporting process, including the systems of internal controls. Theindependent auditors are responsible for auditing the Company’s financialstatements and expressing an opinion as to their conformity toaccounting principles generally accepted in the United States.

In the performance of its oversight function, the Audit Committeehas reviewed and discussed with management and the independentauditors the Company’s audited financial statements. The AuditCommittee also has discussed with the independent auditors the mattersrequired to be discussed by Statement on Auditing Standards No. 61relating to communication with audit committees. In addition, the AuditCommittee has received from the independent auditors the writtendisclosures and letter required by Independence Standards BoardStandard No. 1 relating to independence discussions with auditcommittees, has discussed with the independent auditors theirindependence from the Company and its management, and hasconsidered whether the independent auditor’s provision of non-auditservices to the Company is compatible with maintaining the auditor’sindependence.

The Audit Committee discussed with the Company’s internal andindependent auditors the overall scope and plans for their respectiveaudits. The Audit Committee meets with the internal and independentauditors, with and without management present, to discuss the results oftheir examinations, their evaluations of the Company’s internal controlsand the overall quality of the Company’s financial reporting. Thesemeetings without management present are held at least once each year,but generally more frequently.

In reliance on the reviews and discussions referred to above, theAudit Committee recommended to the Board of Directors, and the Boardhas approved, that the Company’s audited financial statements beincluded in the Company’s 2000 Annual Report to Shareholders andAnnual Report on Form 10-K for the year ended December 31, 2000 forfiling with the Securities and Exchange Commission.

AUDIT COMMITTEE

Daniel F. Akerson, ChairmanEdwin L. ArtztWilliam G. BowenF. Ross Johnson

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Compensation and Benefits Committee. The Compensation andBenefits Committee has overall responsibility for our executive officerand other compensation and benefit programs. The Committee may hireand consult with independent advisors. The Committee also:

• approves the compensation of certain key employees and makesrecommendations to the Board as required;

• evaluates the performance of the Chief Executive Officer;• reviews senior management development programs and appraises

senior management performance;• approves material changes to our incentive compensation and

benefit plans and policies; and• carries out the Board’s responsibilities under our pension, savings

and welfare benefit plans and appoints management employees toserve on the committees that are responsible for theadministration of these plans and the management of plan assets.

Committee on Directors. The Committee on Directors considers andmakes recommendations to the Board concerning board composition andperformance. The Committee:

• recommends individuals for election to the Board and the dutiesand membership of Board committees;

• advises the Board on the factors it should consider in selectingDirectors;

• advises the Board on compensation we pay to our outsideDirectors and retirement policies we apply to Board members;

• recommends ways for the Board to evaluate its performance andapproves procedures for training and orientation of new Boardmembers; and

• considers candidates for election to the Board that shareholdersrecommend in accordance with the requirements we provide onpages 42-43.

Executive Committee. The Executive Committee may meet insteadof the full Board if the Board needs to take action on a significantmatter but is unable to convene a full meeting on short notice.

Finance Committee. The Finance Committee oversees ourinvestment programs and reviews our capital needs. The Committee:

• considers our investment strategies in light of dynamic economicand market conditions;

• reviews with management our need for capital and how weallocate it;

• reviews our dividend policies with management; and• consults with management when we consider important

transactions, such as acquiring other businesses, obtaining loans orissuing securities.

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Public Responsibility Committee. The Public ResponsibilityCommittee reviews our practices that affect the communities we work inor the public interest in general. For example, the Committee considersour consumer policies, our charitable giving programs, the ways wecreate employment opportunities for minorities and women, and how wesafeguard confidential information about our customers.

COMPENSATION OF DIRECTORS

Fees and Expenses

In 2000, we paid each non-employee Director compensation forBoard service as follows:

• an annual retainer of $64,000, which we reduce by $16,000 if theDirector does not attend at least 75 percent of our Boardmeetings and meetings of the committees on which the Directorserves;

• an annual retainer of $10,000 for a Director who is a committeechairperson; and

• customary reimbursement of expenses for attending Board,committee and shareholder meetings.

We do not pay Directors who are also our employees any additionalcompensation for serving as a Director.

Stock Plans

We have two stock-related plans for our non-employee Directorsthat link a portion of their compensation to our share price performance.These plans are the Directors’ Stock Option Plan and the Directors’Stock Plan.

Directors’ Stock Option Plan. We make an annual 3,000-sharestock option grant to each non-employee Director on the date of theAnnual Meeting of Shareholders. In 2000 we made this grant to each ofour 11 non-employee Directors elected on that day, nine of whom arealso current nominees. The 2000 grant has these features:

• The exercise price is $48.85 per share, which was the marketprice of our common shares on the date we made the grant.

• Directors may exercise the option for up to ten years.• Directors may exercise one-third of the grant after one year,

two-thirds after two years and the full grant after three years.• Directors may transfer the option to family members so long as

the Director remains responsible for the payment of taxes whenthe transferee exercises the option.

Directors’ Stock Plan. We make an annual grant of 600 commonshares to each non-employee Director for service in the prior year. Intwo instances we will grant fewer than 600 shares: (1) we will grant

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450 shares to any Director who attends less than 75 percent of allBoard and committee meetings in the prior year and (2) we will grant300 shares to any Director who joined the Board after July 1 of theprior year. In 2000 we granted 600 common shares to nine Directorsand 450 shares to two Directors who attended less than 75 percent ofall Board and Committee meetings.

Deferred Compensation Plan

Non-employee Directors may elect to defer the receipt of their cashcompensation until a later date. Participating Directors may invest theirdeferred amounts in two ways: (1) in a cash account that earns interestbased on our return on equity or (2) in a stock account that we valueaccording to the performance of our common shares, including reinvesteddividends. Five Directors currently participate in the plan. On page 11we show the number of common share equivalent units we have creditedthus far to the Directors who invest in the stock account.

Retirement Benefits

We offer no retirement benefits to non-employee Directors whowere elected after March 31, 1996. However, we pay a retirementbenefit to Directors who (1) began their Board service on or beforeMarch 31, 1996, (2) have served on our Board for at least five yearsand (3) have never been our employees. The retirement benefit consistsof a payment of $30,000 per year for each year a Director served onthe Board. We will not make payments past a Director’s death. We mayprovide retirement benefits to Directors who do not qualify under thisplan, but have never done so and have no plans to change this practice.Seven of the current Directors are eligible to receive retirement benefits.

Insurance

We provide our non-employee Directors with group term lifeinsurance coverage of $50,000 and accidental death and dismembermentinsurance coverage of $300,000. Directors may purchase $50,000 ofadditional group term life insurance. In 2000 six current Directorspurchased this additional insurance.

Directors’ Charitable Award Program

One way we promote charitable giving is through our Directors’Charitable Award Program. Under this program we purchase lifeinsurance on the lives of participating Directors and advisors to theBoard. We will receive a $1,000,000 benefit upon the death of aDirector and $500,000 upon the death of an advisor. We expect todonate one-half of the benefit to the American Express Foundation forcharitable purposes and one-half directly to the charitable organizationthat the Director or advisor recommends. The program does not provide

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any financial benefit to Directors or advisors and we bear only nominalcost in running it. In addition, our donation of the death benefits to theFoundation helps meet the Foundation’s funding needs.

Other Arrangements

Mr. Jordan has been of counsel to the law firm of Akin, Gump,Strauss, Hauer & Feld, L.L.P. since January 2000. The firm providedlegal services to us in 2000 and is providing services to us in 2001 atcustomary rates.

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OWNERSHIP OF OUR COMMON SHARES

This table shows how many American Express common sharescertain individuals and entities beneficially owned on March 6, 2001.These individuals and entities include: (1) owners of more than 5% ofour outstanding common shares; (2) our current Directors; (3) the fiveexecutive officers named in the compensation tables on pages 26-32 and(4) all current Directors and executive officers as a group. A person hasbeneficial ownership over shares if the person has voting or investmentpower over the shares or the right to acquire such power within 60days. Investment power means the power to direct the sale or otherdisposition of the shares. Each person has sole voting and investmentpower over the shares, except as we describe below. The table alsoshows the number of common share equivalent units we have credited toDirectors under the Deferred Compensation Plan.

Number of Shares Right to Common Share Percent ofName Owned(2)(3)(4) Acquire(5) Equivalents Class(%)

Warren Buffett,Berkshire Hathaway Inc.and subsidiaries1440 Kiewit PlazaOmaha, Nebraska 68131 . . . 151,610,700(1) — — 11.37%

Daniel F. Akerson . . . . . . . . . . . 38,427 9,000 16,172 —Edwin L. Artzt . . . . . . . . . . . . . 28,523 9,300 — —William G. Bowen . . . . . . . . . . 36,747 12,000 — —Kenneth I. Chenault . . . . . . . . . 834,218 1,565,517 — 0.18%James M. Cracchiolo . . . . . . . . 160,888 315,250 — 0.04%Harvey Golub . . . . . . . . . . . . . . . 2,105,906 2,709,036 — 0.36%Beverly Sills Greenough . . . . . 22,080 15,000 — —F. Ross Johnson . . . . . . . . . . . . 61,567 25,260 — 0.01%Vernon E. Jordan, Jr. . . . . . . . 31,106 15,000 40,499 —Alfred F. Kelly, Jr. . . . . . . . . . 122,770 178,208 — 0.02%Jan Leschly . . . . . . . . . . . . . . . . . 72,923 9,000 — 0.01%Jonathan S. Linen . . . . . . . . . . . 583,524(6) 1,232,175 — 0.14%Richard A. McGinn . . . . . . . . . 4,360 3,000 — —Frank P. Popoff . . . . . . . . . . . . . 31,393 9,003 2,700 —All current Directors and

executive officers(23 individuals) . . . . . . . . . . . 4,872,086(7) 9,480,823 — 1.08%

(1) Based on information Berkshire Hathaway Inc. (Berkshire) providedto us as of December 31, 2000.

Of the shares listed in the table, National Indemnity Companybeneficially owns 120,255,879 shares. National Indemnity is asubsidiary of Berkshire. Mr. Buffett, Berkshire and the subsidiariesof Berkshire share voting and investment power over the shares.Mr. Buffett, his spouse and a trust for which Mr. Buffett is trusteeown 33.5% of the equity of Berkshire. As a result of this ownership

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position in Berkshire, Mr. Buffett may be considered the beneficialowner of the shares that Berkshire beneficially owns.

In 1995 we signed an agreement with Berkshire designed to ensurethat Berkshire’s investment in our company will always be passive.The agreement remains in effect so long as Berkshire owns 10% ormore of our voting securities. Berkshire made similar commitmentsto the Board of Governors of the Federal Reserve System. Berkshireand its subsidiaries have also agreed to follow our Board ofDirectors’ recommendation in voting Company common shares theyown so long as Ken Chenault is our Chief Executive Officer andBerkshire owns 5% or more of our voting securities. With certainexceptions, Berkshire and its subsidiaries may not sell Companycommon shares to any person who owns more than 5% of ourvoting securities or who attempts to change the control of theCompany.

(2) This column includes shares held in employee benefit plan accountson December 31, 2000 as follows:

Number of SharesName in Plan Accounts

H. Golub . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,302K.I. Chenault . . . . . . . . . . . . . . . . . . . . . . . . . 15,849J.M. Cracchiolo . . . . . . . . . . . . . . . . . . . . . . . 4,390A.F. Kelly, Jr. . . . . . . . . . . . . . . . . . . . . . . . . 4,129J.S. Linen . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,994All current Directors and

executive officers . . . . . . . . . . . . . . . . . . . . 101,273

This column also includes shares held in trust, as follows:

Number of SharesTrustee Held in Trust

H. Golub . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 217,125K.I. Chenault . . . . . . . . . . . . . . . . . . . . . . . . . 52,109J.S. Linen . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152,071

(3) Certain individuals in the table have disclaimed beneficial ownershipof shares. This table does not include these shares, which are heldas follows:• Mr. Golub owns 1,191 shares as custodian for his son.• Mr. Golub’s wife owns 27,495 shares as trustee or custodian for

their son.• Mr. Chenault and his wife are general partners of a limited

partnership that owns 40,764 shares.• Mr. Chenault’s wife owns 45,846 shares on her own behalf or as

trustee or custodian for their children.

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• All current Directors and executive officers disclaim beneficialownership over a total of 116,406 shares.

(4) Certain executive officers hold restricted shares which we include inthis column. The executive may vote the restricted shares, but maynot sell or transfer them during the restricted period. Theserestrictions lapse over a period of years ending in 2006. Theindividuals in the table hold the following number of restrictedshares:

Number ofName Restricted Shares

H. Golub . . . . . . . . . . . . . . . . . . . . . . . . . . 15,112K.I. Chenault . . . . . . . . . . . . . . . . . . . . . . 245,334J.M. Cracchiolo . . . . . . . . . . . . . . . . . . . . 90,000A.F. Kelly, Jr. . . . . . . . . . . . . . . . . . . . . . 93,900All executive officers . . . . . . . . . . . . . . . 735,346

(5) These are shares that may be acquired by exercising stock options.

(6) Includes 1,296 shares owned by children of Mr. Linen. Mr. Linen isone of our executive officers.

(7) On March 6, 2001, our 23 Directors and executive officersbeneficially owned 14,352,909 shares, or about 1.08% of ouroutstanding shares. No individual in the table beneficially ownedmore than 1% of our outstanding shares.

ITEM 1—ELECTION OF DIRECTORS

Our Board of Directors currently has 11 members. Each member,except for Mr. Golub, is standing for re-election, to hold office until thenext Annual Meeting of Shareholders. If during the year a Directorresigns or retires, the Board of Directors, with input from the Committeeon Directors, may elect another Director as a replacement. The Boardmay add new members during the year based on a number of factors,such as the size of the Board and the Board’s desire to add freshperspectives or expertise. On November 28, 2000, Drew Lewis resignedfrom the Board of Directors, and on March 7, 2001, Robert Crandallresigned from the Board of Directors.

The Board has appointed Gary L. Crittenden, Stephen P. Normanand Louise M. Parent as the proxy committee who will vote your shareson your behalf. Their names appear on the proxy card. These individualsintend to vote for the election of each of the 10 nominees unless youindicate on the proxy card or voting instructions that your vote iswithheld from any or all of the nominees. The telephone and Internetvoting procedures will include instructions on how to withhold your votefrom any or all nominees. We expect that each nominee will be able to

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serve if elected as a Director. However, if any nominee is not able toserve, the persons named as proxies may vote for another person.

The Board of Directors recommends a vote FOR the election ofthese nominees as Directors.

We describe below the principal occupation in italics and otherinformation about our nominees.

DANIEL F. AKERSON Director since 1995 Age 52

Chairman and Chief Executive Officer, XO Communications, Inc., acompany that provides high-quality broad-band communications servicesto businesses over fiber optic facilities, September 1999 to present.Chairman, Nextel International, Inc., an international digital wirelesscommunications company, February 2001 to present. Chairman and ChiefExecutive Officer, Nextel Communications, Inc., March 1996 to August1999. Member, Board of Directors, Nextel Communications, Inc., andAOL-Time Warner, Inc.

EDWIN L. ARTZT Director since 1994 Age 70

Retired Chairman of the Board and Chief Executive Officer of TheProcter & Gamble Company, a worldwide consumer products company.Chairman of the Executive Committee, 1995 to September 1999,Chairman of the Board and Chief Executive, 1990 to 1995. Chairman ofthe Board, Spalding Holdings Corp. Director, Delta Air Lines, Inc.,Evenflo Co. and the LPGA. Member, The Business Council.

WILLIAM G. BOWEN Director since 1988 Age 67

President, The Andrew W. Mellon Foundation, a not-for-profit corporationengaged in philanthropy, 1988 to present. Former President, PrincetonUniversity. Director, Merck, Inc. Member, Board of Overseers,TIAA-CREF. Chairman, JSTOR.

KENNETH I. CHENAULT Director since 1997 Age 49

Chief Executive Officer, American Express Company, January 2001 topresent. President and Chief Operating Officer, February 1997 to January2001. Vice Chairman, January 1995 to February 1997. Director,American Express Bank, Ltd., International Business MachinesCorporation, the National Collegiate Athletic Association and the ArthurAshe Institute for Urban Health. Trustee, Mount Sinai NYU Health.Member, Council on Foreign Relations, The Business Round Table andThe Business Council.

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BEVERLY SILLS GREENOUGH Director since 1990 Age 71

Chairman, Lincoln Center for the Performing Arts, 1994 to present.Managing Director, Metropolitan Opera, 1991 to present. Former GeneralDirector and President, New York City Opera. Director, Human GenomeSciences, Inc. and Lincoln Center Theater. Member, Board of Trustees,Hospital for Special Surgery and Chairman, National Society forMultiple Sclerosis.

F. ROSS JOHNSON Director since 1986 Age 69

Chairman and Chief Executive Officer, RJM Group, a managementadvisory and investment firm, 1989 to present. Director, PowerCorporation of Canada, Archer Daniels Midland Company and Gendis,Inc. Former Chairman, Economic Club of New York. Retired Chairman,RJR/Nabisco, Inc.

VERNON E. JORDAN, JR. Director since 1977 Age 65

Senior Managing Director, Lazard Inc., an investment banking firm,January 2000 to present. Of counsel, Akin, Gump, Strauss, Hauer &Feld, L.L.P., attorneys, Washington, D.C. and Dallas, Texas, January2000 to present and Senior Partner, 1982 to 1999. Director, CallawayGolf Company, Inc., Clear Channel Inc., Dow Jones & Company, Inc.,FirstMark Communications International LLC, J.C. Penney CompanyInc., Revlon Group, Inc., Ryder Systems, Inc., Sara Lee Corporation andXerox Corporation. Trustee, Howard University.

JAN LESCHLY Director since 1997 Age 60

Chairman and Chief Executive Officer, Care Capital LLC, a privateequity firm, May 2000 to present. Chief Executive and Director,SmithKline Beecham, a company that develops and marketspharmaceuticals and over-the-counter medicines, 1994 to May 2000.Director, Viacom, Inc., The Maersk Group and Ventro Corporation.Chairman, International Tennis Hall of Fame. Member, Advisory Boardof Daimler Chrysler. Member, Emory University Business School Dean’sAdvisory Council and The Business Council.

RICHARD A. MCGINN Director since 1998 Age 54

Former Chairman and Chief Executive Officer, Lucent Technologies, Inc.,a company that develops and manufactures communications systems andsoftware, Chairman and Chief Executive Officer, 1996 to October 2000.Executive Vice President of AT&T Corp. and Chief Executive Officer ofAT&T Network Systems Group, 1994 to 1996. Director, OracleCorporation.

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FRANK P. POPOFF Director since 1990 Age 65

Former Chairman and Chief Executive Officer, The Dow ChemicalCompany, a company that produces chemicals and chemical products;Chairman of the Board, 1995 to November 2000; Chief ExecutiveOfficer, 1987 to 1995. Director, Qwest Communications InternationalInc., United Technologies Corp., Chemical Financial Corporation,Shintech, Inc. and Michigan Molecular Institute. Director Emeritus,Indiana University Foundation. Member, American Chemical Society andThe Business Council.

ITEM 2—SELECTION OF AUDITORS

The Board of Directors has appointed Ernst & Young LLP as ourindependent auditors for 2001. We are asking shareholders to ratify theBoard’s selection. Ernst & Young LLP and a predecessor firm haveserved as our independent auditors since 1975.

Audit Fees

The aggregate fees billed or to be billed by Ernst & Young forprofessional services rendered for the audit of the Company’s annualfinancial statements for the fiscal year ended December 31, 2000 and forthe reviews of the financial statements included in the Company’sQuarterly Reports on Form 10-Q for that fiscal year were $7.4 million.

Financial Information Systems Design and Implementation Fees

The aggregate fees billed by Ernst & Young for services renderedduring 2000 for information technology services relating to financialinformation systems design and implementation were $6.1 million. Thesefees were billed by Ernst & Young Consulting Group prior to its saleon May 27, 2000 to Cap Gemini, a separate French public company.

All Other Fees

The aggregate fees billed by Ernst & Young for services renderedto the Company during 2000, other than the services described aboveunder “Audit Fees’’ and “Financial Information Systems Design andImplementation Fees,’’ were $18.9 million. These fees consisted of $9.4million for audit-related services, principally services performed inconnection with statutory or regulatory audits, services relating tobusiness acquisitions and dispositions and accounting consultations; $4.7million for tax preparation and advisory services; and $4.8 million forother advisory services, of which $4.2 million was billed by Ernst &Young Consulting Group prior to its sale on May 27, 2000 to CapGemini.

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Representatives of Ernst & Young will be present at the AnnualMeeting to answer questions. They will also have the opportunity tomake a statement if they wish.

The Board of Directors recommends a vote FOR the ratification ofits selection of Ernst & Young as our independent auditors for 2001.

ITEM 3—SHAREHOLDER PROPOSAL

Mrs. Evelyn Y. Davis, Suite 215, Watergate Office Building, 2600Virginia Avenue, N.W., Washington, D.C. 20037, record owner of 444common shares, has advised us that she plans to introduce the followingresolution:

RESOLVED: “That the stockholders of American Expressrecommend that the Board of Directors take the necessary steps torotate the annual meeting to cities where many shareholders arelocated and/or where the Company has major facilities. Cities couldinclude Washington, D.C., Chicago, Boston, Los Angeles, Houstonand other major cities.’’

REASONS: For many years now American Express has beenmeeting in New York City. At one time many years ago, theCompany used to rotate to cities such as Minneapolis and SanFrancisco, but the Company has NOT been rotating in recentyears.

“Shareholders in other parts of the country also would like to meetmanagement and directors.’’ We like to suggest that AmericanExpress meets every third year in New York and the other twoyears in other major cities. “Many major corporations rotateannually.’’ “The many problems the Company faces make maximumattendance by outside non-employee shareholders most desirable.’’

“If you AGREE, please mark your proxy FOR this proposal.’’

The Board of Directors recommends that you vote AGAINST thisproposal for these reasons:

The Company’s By-laws state that the Company’s annual meeting ofshareholders shall be held at the principal offices of the Company or atsuch other place as may be chosen by the Board of Directors. This year,as in recent years, the Board of Directors has chosen to hold the annualmeeting at the Company’s principal offices in New York City becausethe Company’s offices are conveniently located for the largestconcentration of the Company’s shareholders, employees and retirees andare well served by many forms of public and private transportation. TheBoard of Directors has chosen other meeting sites in the past and may

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choose other sites in the future, particularly locations where theCompany has a significant presence, but the Board of Directors objectsto the lack of discretion afforded the Company by the proponent’srotation proposal. The Board believes it should maintain the flexibility todecide where annual shareholders meetings should be held based onsuch factors as convenience to shareholders, employees and management,as well as cost and security considerations.

EXECUTIVE COMPENSATION

Compensation Committee Report on Executive Compensation

The Compensation and Benefits Committee has overall responsibilityfor determining the compensation of the Company’s executive officers aswell as for other compensation programs. No member of the Committeeis an employee of the Company or participates in any of its executivecompensation programs. The Committee considers data provided byindependent compensation consultants.

Objectives

The Company has designed its executive compensation programs to:• attract, motivate and retain the most talented executives;• link the financial interests of the Company’s executives and its

shareholders; and• provide rewards for behavior consistent with the Company’s

values.

To meet these objectives, the Committee considers objective andsubjective factors in making pay decisions for executive officers of theCompany. These factors range from competitive pay practices to itsjudgment of business and individual performance.

Executive Officer Compensation Programs and Policies

Compensation Guidelines. The Committee sets executivecompensation guidelines for base salary, annual incentive and long-termincentive awards for each executive officer position. The Committee usesthree factors to set these guidelines: (1) competitive pay practices,(2) job scope and responsibility and (3) the Company’s need to attract,retain and reward executive talent. The importance of each factor variesby individual. For 2000 the Committee reviewed competitive paypractices at approximately 70 companies that compete with the Companyin business or for executive talent. The Standard & Poor’s (S&P) 500Index includes nearly all these companies and the S&P Financial Indexincludes approximately one-third of these companies. When theCommittee approves compensation, it considers these guidelines, current

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competitive market data and its judgment of Company, business unit andindividual performance as described below.

Base Salary. The Committee reviews possible merit increases insalary every 18 months or longer. During this review the Committeeconsiders the compensation guideline for the executive officer positionand individual performance. The Committee may also increase the basesalary of executives who are promoted or change jobs within theexecutive group or in special circumstances.

Annual Incentive Awards. The Company’s annual incentive awardprogram compensates executive officers for annual performance. TheCommittee approved 2000 annual incentive awards for the namedexecutives in amounts ranging from 1.4 to 2.7 times their annualincentive award guidelines and for all executive officers in amountsranging from 1.4 to 2.7 times their annual incentive award guidelines.

For 2000 the Company paid 2000 annual incentive awards to nineexecutive officers, including the named executives, under an awardstructure designed to preserve the Company’s tax deductions under theMillion Dollar Cap. (The Company’s Million Dollar Cap policy isdescribed on pages 21-22.) In assessing executive officer performance,the Committee applied an objective formula based on the Company’s2000 return on equity and growth in earnings per share to determine themaximum amount payable. The Committee then used its judgment aboutannual goal and leadership performance to make actual awards belowthese maximum values. The Committee gave equal weight to the goaland leadership categories. The Company may pay the awards in cash ora combination of cash and restricted shares.

The Committee evaluated progress toward goals based on theseareas:

• Shareholder Value (50% weight). Includes shareholder return,earnings growth, revenue growth and return on equity.

• Customer Satisfaction (25% weight). Includes customer surveyresults, expansion and retention of customer base anddevelopment of products and services.

• Employee Satisfaction (25% weight). Includes employee surveyresults and the Company’s and the business units’ success inmaking progress toward long-term, world-class targets.

The Committee evaluated leadership by considering a variety offactors, such as innovation, strategic vision, customer focus, managementeffectiveness, teamwork, integrity, diversity, developing others andmanaging change, without assigning weights to these factors.

The Company paid to other executive officers 2000 annual incentiveawards that were not tied to a maximum value formula because the

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Million Dollar Cap limits would not typically apply to theircompensation. The Committee based the annual incentive awards forthese executives on the same goal and leadership factors describedabove.

The Committee used similar criteria to evaluate the goal andleadership performance of Messrs. Golub and Chenault. The specificfactors the Committee used to evaluate Mr. Golub’s goal performanceare described on pages 22-25. The Committee also used these factors inevaluating Mr. Chenault’s performance. The Committee did not assignweights to the goal categories in evaluating their performance. Inaddition, the Committee evaluated their leadership based on its judgmentof their overall leadership of the senior management team and theCompany.

Long-Term Incentive Awards. The Company’s long-term incentiveaward program rewards executive officers for Company, business unit andindividual performance over more than one year. In 2000 regular long-term awards included stock option and Portfolio Grant (PG) awards. TheCommittee approved awards in amounts that were consistent withcompensation guidelines after reviewing the value of outstanding stockoption and PG awards held by each executive officer.

Stock Options. Ten-year stock options reward executive officers ifthe Company’s share price increases for all shareholders. Executives mayexercise one-third of the 2000 grant after two years, two-thirds afterthree years and the full grant after four years.

PG Awards. The Committee granted PG-XI awards in 2000 forexecutive officers to link their interests to longer-term financial andshareholder return performance. The PG awards are designed to preservethe Company’s tax deductions under the Million Dollar Cap. The awardscontain a formula based on the Company’s or the segment’s 2000-2002earnings per share or earnings growth, revenue growth and averagereturn on equity, and the Company’s total shareholder return comparedto that of the S&P Financial Index. The Committee may adjustdownward the maximum values produced by these performance measuresbased on its judgment of Company, business unit and individualperformance. To receive payment, PG-XI award holders must beemployed by the Company through the payment date in September 2004.

Additional Awards. The Committee may in its judgment grant short-or long-term awards for special contributions or job promotions, toattract new hires to the Company, to retain executives or in specialcircumstances. In 2000 the Committee granted restricted shares to fourexecutive officers, stock options to seven executive officers and PGawards to seven executive officers to attract new hires, recognize job

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promotions and provide a strong retention incentive linked to share price.The restricted shares vest in installments ending six years from the grantdate and contain Company performance measures as a condition tovesting. Stock options vest in installments ending in four or six yearsfrom the grant date. We show Messrs. Cracchiolo’s and Kelly’s specialretention and promotional awards in the summary compensation table onpage 26.

Deferral and Other Programs. Under the annual Pay forPerformance Deferral Program, executives may defer part of their currentcompensation to a later date. Each year the Company adds to orsubtracts from the deferred compensation an amount based on a schedulelinked to the Company’s return on equity. The Company also providesexecutive officers with pension, profit sharing, incentive savings, lifeinsurance, perquisite and other benefits consistent with market practices.

Share Ownership. The Company’s share ownership policy requiresapproximately 170 senior officers, including executive officers, to meetshare ownership targets. The program includes these key features:

• Participants have a share ownership target based on a multiple oftheir base salary, ranging from three times base salary for certainparticipants to 20 times for Mr. Golub.

• As an incentive to maximize shareholder value, a participant maycount toward his or her target the value of owned shares, 50% ofthe unrealized gain in stock options and 50% of the market valueof restricted shares, with market value based on the market priceof the Company’s common shares.

• The Committee expects participants to meet their targets withinfive years and to make pro rata progress each year.

Detrimental Conduct. To help protect the Company’s competitiveposition, approximately 690 employees, including executive officers, havesigned agreements that require them to forfeit compensation they receivethrough stock option, restricted share and/or Portfolio Grant awards ifthey engage in behavior that is detrimental to the Company. Detrimentalbehavior covers conduct such as working for certain competitors,soliciting customers or employees after employment ends and disclosureof confidential information.

Million Dollar Cap. Current U.S. tax law has a $1,000,000 taxdeduction limit on compensation the Company pays to the ChiefExecutive Officer and the four other most highly compensated executiveofficers. (In this Proxy Statement we refer to these five executives as thenamed executives.) The limit does not apply to performance-basedcompensation. Compensation is performance-based if the Company canpay it only if objective performance criteria set by the Committee aremet. The Committee may use discretion to set actual compensation

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below the maximum amount calculated by application of theperformance criteria.

The Committee’s general policy is to structure compensationprograms that allow the Company to fully deduct the compensationunder the Million Dollar Cap rules. The Committee also believes thatthe Company needs flexibility to meet its objectives, even if theCompany may not deduct all of the compensation. The Company expectsthat compensation from the 2000 annual incentive, stock option andPG-XI awards will be treated as performance-based and be deductible.The Company also expects that the Million Dollar Cap limitations willapply to compensation from the vesting of certain restricted share awardsgranted to covered individuals.

Chief Executive Officer Compensation

The Committee implemented the terms of the 1999 Agreement withMr. Golub described on page 36 and made decisions about Mr. Golub’s2000 compensation and awards after considering input from the fullBoard. These decisions were in accordance with the Company’sprograms and included the following:

Salary. Mr. Golub’s salary did not increase in 2000.

Annual Incentive. The Committee approved a 2000 annual incentiveaward for Mr. Golub of $3,200,000. This award had a value of 2.7times his annual incentive award guideline. The Committee determinedthis award based on Mr. Golub’s goal and leadership performance, theCompany’s results and the economic and competitive environment in2000.

Overall, the Committee concluded that the Company achieved verystrong results in 2000. The Committee considered these factors to bemost important with no particular weightings given among the factors:

Financial Performance• Financial Measures. The Company met or exceeded its long-

term financial targets. Compared with 1999, diluted earningsper share increased 14% and revenue (on a managed basis)increased 13%. Return on equity in 2000 was 25%.Additionally, net income increased 14% and the Company’sbalance sheet remained strong.

• Shareholder Return. As of year-end, total shareholder returnwas slightly negative in 2000, decelerating from the double-digit growth we experienced over the past three years. TheCompany’s return outperformed the Dow Jones IndustrialAverage and the S&P 500 (down 5% and 9%, respectively),but underperformed the S&P Financials, which returned 26%.

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(The Dow includes companies in the S&P 500 Index and theS&P Financial Index.)

Business Performance• Growth in Card Businesses. The Company made excellent

progress in its card business during 2000, growing cards inforce, billed business and accounts receivable and achievingmarket share gains in the card and lending businesses.Highlights of the year included:—increasing the number of cards in force worldwide by

12%, surpassing the 50 million mark for the first time;—increasing billed business by 17%, the result of higher

cards in force and higher spending per basic cardmemberworldwide;

—increasing worldwide lending balances by 24% andmaintaining credit quality;

—increasing market share in card purchase volume in theUnited States and in many international markets andmaintaining its position as the sixth largest lender amongU.S. card issuers;

—launching several new cards around the world, includingBlue for Business targeted at small businesses in theUnited States and the Blue credit card from AmericanExpress in Italy, the Netherlands, New Zealand, Spain andSweden, a Singapore Airlines cobrand product in Asia,and two Costco cobrand cards in Canada; and

—expanding the network of merchants that accept theCompany’s cards around the world, as well as in onlinecommerce.

• International Growth. Overall, the Company’s internationalbusinesses made significant progress and contributed to anincrease in net income, meeting a previously stated target of25% to 30% growth. The Company expanded its cardnetwork by launching proprietary charge and credit productsin 15 international markets, 25 affinity card products andseven new distribution agreements across internationalmarkets, as well as substantially expanding its distributionchannels through relationships with banks and otherinstitutions. It added 12 partners to its global card networkbusiness, bringing the total to 70 partners in 74 countries. Inaddition, the Company formed a partnership with JCB Co.,Ltd. (Japan Credit Bureau), the largest merchant acquirer inJapan.

• Financial Services. American Express Financial Advisors(AEFA) achieved growth in assets under management and

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increases in sales and financial plans. AEFA also continuedto post double-digit growth in the size of the financialadvisor field force. In 2000, AEFA successfully rolled out aprogram that provides financial advisors with a broader rangeof choices for structuring their relationship with theCompany. AEFA’s progress, however, slowed significantly inthe fourth quarter as a number of issues converged tonegatively impact results (see “Disappointments,’’ below). TheCompany’s American Express Bank subsidiary made strongprogress in shifting its focus to the consumer business, awayfrom corporate lending.

• E-commerce strategies. The Company launched a newhomepage and introduced several capabilities. These includePrivate Payments, an industry-leading product that allowscardmembers to use a unique, one-time card number foronline purchases, and the Offer Zone, which consolidatesAmerican Express and merchant offers to cardmembers in asingle site. In addition, the Company expanded itsinternational Internet capabilities, including new sites inSweden, the Netherlands, Italy and Spain. The Companymade strategic equity investments in more than 20 additionalinteractive companies, which provide capabilities that willmake the Company’s website more attractive and relevant toconsumers, from online restaurant reservations to voice-enabled customer services.

Employees and Leadership Talent• In 2000, the Company showed continued improvement in

employee satisfaction, based on results of its annualemployee survey. The survey measures employee perceptionsin a number of areas, including employee development,integrity, teamwork and customer focus. The Companyreceived wide-ranging recognition as a top corporateemployer.

• The Company’s multi-year focus on improving the leadershipcapabilities of its senior management and ensuring thatappropriate talent exists within the Company proved effectivein 2000, when it was able to fill nearly all of the toppositions created as a result of its reorganization withinternal successors.

DisappointmentsIn addition to these accomplishments, the Committee also

considered some disappointments, including:

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• expense growth rates across most of the business units thatexceeded revenue growth rates; and

• relatively weakened performance at AEFA, impacted bylosses in its high-yield bond portfolio, lower equity markets,narrower investment spreads, and higher expenses from theimplementation of the new advisor program.

Annual Long-Term Incentive Awards. As part of our annual awardprogram, the Committee approved a grant of 840,000 nonqualified stockoption shares for Mr. Golub which was above his compensationguideline. The Committee also approved a PG-XI award with a grantvalue of $1,000,000 which was at his compensation guideline.

PG-IX Payout. Mr. Golub’s PG-IX award earned a maximum valueusing a formula based on (1) the Company’s earnings per share growth,revenue growth and average return on equity during 1998-2000 and(2) the total return to shareholders compared with the total return in theS&P Financial Index over the 1998-2000 period. The Committeeadjusted downward the formula-driven maximum value based on itsjudgment of the Company’s performance. The Committee approved apayment of $2,630,000 in accordance with these provisions.

COMPENSATION AND BENEFITS COMMITTEE

Frank P. Popoff, ChairmanBeverly Sills GreenoughJan LeschlyRichard A. McGinn

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This table contains information about compensation we paid to the named executives in 2000, 1999 and 1998:

Summary Compensation TableAnnual Compensation Long-Term Compensation

Awards PayoutsOther Restricted Options/ Long-Term

Name and Principal Annual Stock SARs Incentive All OtherPosition at Compen- Awards (# Shares) Payouts Compensation

December 31, 2000 Year Salary($) Bonus($)(1) sation($)(2) ($)(3) (4)(5) ($)(6) ($)(7)

H. Golub . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2000 $1,000,000 $3,200,000 $292,865 0 1,151,553 $2,630,000 $958,481Chairman and Chief 1999 1,000,000 2,400,000 284,179 $1,004,004 3,267,483 2,867,598 741,135Executive Officer 1998 1,019,231 2,400,000 320,638 0 540,000 2,734,725 582,623

K.I. Chenault . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2000 700,000 2,880,000 236,475 0 577,089 1,972,500 392,606President and 1999 700,000 1,800,000 243,237 5,668,003 1,632,789 2,150,737 279,015Chief Operating Officer 1998 717,308 1,750,000 242,657 0 450,639 1,640,815 201,830

J.M. Cracchiolo . . . . . . . . . . . . . . . . . . . . . . . . . . . 2000 443,077 900,000 84,989 2,657,500 260,000 783,750 60,972Group President 1999 368,269 660,000 35,062 1,085,000 176,511 519,457 53,104Global Financial Services Group 1998 326,654 400,000 35,970 0 234,273 339,079 25,984

A.F. Kelly, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2000 443,077 900,000 84,989 2,657,500 266,104 783,750 46,167Group President U.S. Consumer and 1999 368,269 745,000 35,000 1,085,000 150,000 350,676 42,120Small Business Services Group 1998 301,285 400,000 35,488 0 217,461 339,079 24,555

J.S. Linen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2000 550,000 780,000 175,305 0 211,891 1,249,250 253,274Vice Chairman 1999 550,000 780,000 178,485 0 190,671 1,362,175 217,688

1998 571,154 770,000 182,108 0 323,274 1,299,000 267,894

(1) The amounts in this column reflect cash payments under annual incentive awards.(2) These numbers reflect the cost of providing perquisites and other personal benefits and amounts we paid to reimburse

our executives for additional taxes they owed from certain of these benefits. SEC rules require us to break out eachbenefit that exceeds 25% of the total we report for each named executive. These amounts are as follows:

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Local Personal FlexibleTravel Travel Tax Perquisite

Name Allowance Expenses Payments Allowance

H. Golub . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $84,661 $105,170 — —K.I. Chenault . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,661 60,651 — —J.M. Cracchiolo . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 — — $35,000A.F. Kelly, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 — — 35,000J.S. Linen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,661 — $55,159 —

(3) This column includes the restricted share grants we made to Messrs. Cracchiolo and Kelly in 2000 and 1999 as specialretention awards, the grants we made to Messrs. Golub and Chenault as part of their 1999 annual incentive awards, anda grant made in 1999 to Mr. Chenault in connection with Chief Executive Officer succession. The special retentionawards to Messrs. Cracchiolo and Kelly in 2000 and the grant to Mr. Chenault in connection with succession containperformance measures that the Company must meet as a condition to vesting. As part of their 1999 annual incentiveawards we granted 22,668 restricted shares to Mr. Golub that have a grant date value of $1,004,004 and 17,001restricted shares to Mr. Chenault that have a grant date value of $753,003. One-third of the restricted shares vest afterone year, two-thirds vest after two years and the full grant vests after three years. We value restricted share awards inthe table based on the closing price of the Company’s common shares on the New York Stock Exchange on the grantdate. We pay dividends on the restricted shares in the same way we pay them on our common shares.

On December 31, 2000, the executives in the table held the restricted shares set forth below. We valued them based onthe closing price of $54.94 on December 29, 2000.

Number of Value onName Restricted Shares December 29, 2000

H. Golub . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,668 $ 1,245,380K.I. Chenault . . . . . . . . . . . . . . . . . . . . . . . 301,530 16,566,058J.M. Cracchiolo . . . . . . . . . . . . . . . . . . . . . 112,500 6,180,750A.F. Kelly, Jr. . . . . . . . . . . . . . . . . . . . . . . 93,900 5,158,866J.S. Linen . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0

(4) All shares in this and other tables have been adjusted to reflect the April 24, 2000 three-for-one stock split.

28 (5) These include annual, special and restoration stock option awards. For Messrs. Cracchiolo and Kelly, we include specialstock option grants made in 2000 and in 1998. For Messrs. Golub and Chenault, we include 1999 special stock optiongrants in connection with Chief Executive Officer succession. The award for Mr. Golub of 2,250,000 option sharesprovides that he will forfeit compensation from the award if he joins certain competitors within six years after the grantdate and that he may exercise the award under specified circumstances, including employment through April 30, 2001 orlater. The award for Mr. Chenault of 1,200,000 option shares provides that he may exercise the award if his employmentcontinues for nine years or longer after grant or if our common share price is at least 50% higher than the optionexercise price for at least 10 consecutive trading days and his employment continues for at least six years after grant.We describe all stock option grants made in 2000 in the table captioned “Option Grants in 2000’’ on page 29.

(6) These are the amounts we paid under Portfolio Grant-IX awards (PG-IX awards). We granted these awards in 1998.Each PG-IX award has two parts. The first part is the Financial Incentive, which accounts for 60% of the target valueof the award. We valued this part based on earnings or earnings per share growth, revenue growth and average return onequity for our business segments or for the entire Company over the 1998-2000 period. The second part is the StockIncentive, which accounts for 40% of the target value of the award. We valued this part based on our total shareholderreturn compared to that of the S&P Financial Index over the 1998-2000 period. We structured the PG-IX awards in thetable to qualify as deductible, performance-based compensation under the Million Dollar Cap requirements. TheCommittee adjusted downward the maximum value of the awards based on its judgment of three-year performance.

(7) The dollar value of the amounts in this column include the following:

EmployerContributions

Under Above-MarketSavings and Earnings on Value of

Related Deferred Split-DollarName Plans Compensation Life Insurance

H. Golub . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $79,997 $848,162 $30,322K.I. Chenault . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,139 318,686 18,781J.M. Cracchiolo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,445 13,617 11,910A.F. Kelly, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,445 0 10,722J.S. Linen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,986 188,974 20,314

This table contains information about stock option grants we madeto the named executives in 2000:

Option Grants in 2000Individual Grants

% ofNumber of TotalSecurities Options

Underlying Granted to ExerciseOptions Employees Price Expiration Grant Date

Name Granted(#) in 2000 ($/Sh) Date Present Value($)(5)

H. Golub . . . . . . . . . . 840,000(1) 2.14% $43.667 2/27/10 $12,440,400311,553(2) 0.79 47.354 2/26/05 4,878,920

K.I. Chenault . . . . . . 405,000(1) 1.03 43.667 2/27/10 5,998,050172,089(2) 0.44 46.667 2/26/05 2,653,612

J.M. Cracchiolo . . . . 180,000(1) 0.46 43.667 2/27/10 2,665,80060,000(3) 0.15 43.667 2/27/10 917,80020,000(4) 0.05 57.969 7/23/10 382,800

A.F. Kelly, Jr. . . . . . 180,000(1) 0.46 43.667 2/27/10 2,665,8006,104(2) 0.02 59.405 2/26/05 118,967

60,000(3) 0.15 43.667 2/27/10 917,80020,000(4) 0.05 57.969 7/23/10 382,800

J.S. Linen . . . . . . . . . 150,000(1) 0.38 43.667 2/27/10 2,221,50061,891(2) 0.16 55.906 2/24/01 467,277

(1) We granted these non-qualified stock options on February 28, 2000as part of our annual award program. Each option has an exerciseprice per share equal to the fair market value per common share onthe grant date. The options also have the restoration featuredescribed in note (2) below. Executive officers may transfer them tocertain family members and entities that these family memberscontrol. Holders may exercise one-third of their options after twoyears, two-thirds after three years, and the full grant after four years,subject to award requirements. All outstanding stock options mayalso become exercisable upon death, disability termination, retirementor a change in control of the Company as we describe onpages 36-39.

(2) These are restoration options that we granted when participantsexercised stock options that were outstanding for at least five years.The number of restoration option shares we granted equals thenumber of shares that the holder delivered to us as payment of theexercise price of the original option plus the number of shareswithheld to pay tax withholding. The exercise price of therestoration option is the fair market value of a Company commonshare on the date of its grant. The holder of a restoration option

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may exercise it after six months from the grant date (but no laterthan the original stock option’s expiration date) if the holder is incompliance with our stock ownership guidelines. For Mr. Golub, thisdate is October 6, 2000. For Mr. Chenault this date is October 7,2000. For Mr. Kelly this date is February 21, 2001. For Mr. Linenthis date is December 14, 2000.

(3) We granted these nonqualified stock options on February 28, 2000 asspecial retention awards. These awards have the standard stockoption provisions except holders may exercise one-third of theiroptions after four years, two-thirds after five years, and the full grantafter six years, subject to vesting and other requirements.

(4) We granted these nonqualified stock options on July 24, 2000 aspromotional awards. The awards have the standard stockoption provisions.

(5) These numbers show hypothetical values under a variation of theBlack-Scholes option pricing model. This model is a complicatedmathematical formula that makes assumptions about stock optionfeatures. A number of these assumptions do not apply to the optionswe grant to our executive officers and other employees. In particular,the model assumes that holders can exercise stock optionsimmediately and freely transfer them. For these reasons, we cautionthat the values we show in the table are theoretical and may notreflect the amounts that option holders will realize. Whether anoption holder realizes value and how much this value is will dependon what our share price is relative to the exercise price. Wedeveloped the assumptions listed below and Black-Scholes valueswith assistance from an independent consulting firm. They areconsistent with the assumptions we used to report stock optionvaluations in our 2000 Annual Report to Shareholders.

Assumptions for Valuing the February 2000 Grants:

• The exercise price is the same as our share price on thegrant date.

• A five-year life for each option. This is the typical amount oftime that passes before holders of our options exercise them.

• Expected dividend yield of 1.1%. This reflects the historicalaverage yield for the most recent 60 months prior to thegrant date.

• Expected stock price volatility of 29%. This reflects the mostrecent volatility for the month end stock prices of theCompany’s common shares for the 60 months prior to thegrant date.

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• A risk-free rate of return of 6.7%. This reflects the return aninvestor could expect in a risk-free investment with the samegrant and expiration date as our stock options. This is theyield on a zero-coupon five-year bond on the optiongrant date.

Assumptions for Valuing Restoration, Promotional and SpecialOptions:

The values shown for the restoration, promotional and specialstock options are based on the same model except that theassumptions reflect:

• A five-year life for promotional stock option awards; a six-yearlife for the special stock option awards; and the remainingterm for the restoration stock option awards.

• A risk-free rate of return ranging from 6.0% to 6.7%.

This table contains information about stock option exercises by thenamed executives during 2000 and unexercised options and stockappreciation rights they held at the end of 2000:

Aggregated Option Exercises in 2000 andYear-End 2000 Option/SAR Values

Number of Securities Value of UnexercisedUnderlying In-the-Money

Unexercised Options/SARs Options/SARsSharesat December 31, 2000 at December 31, 2000(1)Acquired

on Exercise Value Realized Exercisable Unexercisable Exercisable UnexercisableName (#) ($) (#) (#) ($) ($)

H. Golub . . . . . . . . 600,000 $21,612,600 2,349,036 3,810,000 $58,752,062 $55,730,580K.I. Chenault . . . . 330,000 11,660,000 1,295,517 2,145,000 37,424,321 32,536,935J.M. Cracchiolo . . 8,895 246,836 253,250 565,800 8,183,535 9,233,232A.F. Kelly, Jr. . . 25,000 1,162,263 110,104 571,904 3,385,108 9,629,604J.S. Linen . . . . . . . 136,851 6,630,842 1,136,175 346,000 43,087,171 5,817,498

(1) We base this value on the $54.94 closing price of our commonshares on the New York Stock Exchange on December 29, 2000.

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This table contains information about Portfolio Grant awards wemade in 2000 to the named executives:

Long-Term Incentive Plans—PG Awards in 2000Estimated Future Payouts(1)Performance

Name Award Period Threshold($) Target($) Maximum($)

H. Golub . . . . . . . . . . . . . . . PG-XI 2000-2002 $304,000 $1,580,000 $4,778,000

K.I. Chenault . . . . . . . . . . . PG-XI 2000-2002 228,000 1,185,000 3,583,500

J.M. Cracchiolo . . . . . . . . . PG-XI 2000-2002 144,400 750,500 2,269,550

A.F. Kelly, Jr. . . . . . . . . . PG-XI 2000-2002 144,400 750,500 2,269,550

J.S. Linen . . . . . . . . . . . . . . PG-XI 2000-2002 144,400 750,500 2,269,550

(1) PG awards link compensation to our financial and total shareholderreturn performance. Each PG award consists of a Financial IncentiveComponent and a Stock Incentive Component. The FinancialIncentive Component represents 60% of the target value of theaward and earns value based on earnings or earnings per sharegrowth, revenue growth and average return on equity of our businesssegments or the entire Company (depending on the executive’s job)over the 2000-2002 period. The Financial Incentive Component willearn value if we achieve at least a threshold level of performance onany of these financial measures. The Stock Incentive Componentrepresents 40% of the target value of the award and earns valuebased on how our total shareholder return compares to that of theS&P Financial Index over the 2000-2002 period. Total shareholderreturn means share price appreciation plus dividends.

We structured the PG awards in the table to qualify asperformance-based compensation under the Million Dollar Cap. As aconsequence, the Committee may adjust downward the formulavalues shown. The Committee will decide the amount of anydownward adjustment after it evaluates various factors such asCompany, business unit and individual performance over the2000-2002 period.

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Performance Graph

This graph compares the cumulative total shareholder return on ourcommon shares for the last five fiscal years with the total return on theS&P 500 Index and the S&P Financial Index over the same period. Thegraph shows the growth of a $100 investment in our common shares,the S&P 500 Index and the S&P Financial Index on December 31, 1995and the reinvestment of all dividends.

Comparison of Five-Year Total Returnof American Express Company Common Shares,

S&P 500 Index and S&P Financial Index

$50

$100

$150

$200

$250

$300

$350

$400

$450

1995 1996 1997 1998 1999 2000

$100.00

$100.00

$100.00

$223.37

$163.95

$200.21

$139.79

$122.94

$135.19

$258.26

$210.80

$223.10

$421.95

$255.16

$231.99

$420.69

$231.93

$292.50

1995 1996 1997 1998 1999 2000Year-End Data*

American Express

S&P 500 Index

S&P Financial Index

*Source: Bloomberg

Cumulative Value of $100 Invested on December 31, 1995

Pension Benefits

We provide pension benefits under the American Express RetirementPlan and the American Express Supplemental Retirement Plan.

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American Express Retirement Plan. We have a Retirement Planthat is commonly referred to as a cash balance plan. Each payroll periodwe credit each participating employee with an amount equal to apercentage of the employee’s base salary we pay in that period. Wealso credit each employee with a percentage of any annual bonus andcertain other types of compensation we pay at the time we pay thecompensation. The percentage varies with the employee’s age and yearsof service. This table shows the percentages we use to determine theamount of the credits:

Sum of Age PlusYears of Service Applicable Percentage

Less than 35 . . . . . . . . . . . . . . . . . . . . 2.50%35-44 . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.2545-59 . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.2560-74 . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.7575-89 . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.0090 or more . . . . . . . . . . . . . . . . . . . . . . 10.00

On January 1, 2001 the sum of age plus years of service for thenamed executives was as follows: Mr. Golub: 80, Mr. Chenault: 70,Mr. Cracchiolo: 62, Mr. Kelly: 57, and Mr. Linen: 90.

The Plan credits participants with interest on their cash balances.The Plan sets the interest rate each year based on an average of theinterest rates for various five-year U.S. Treasury Notes. The minimuminterest rate is 5%. The maximum rate is the lower of 10% or a specificrate set by the U.S. government under the tax laws. For 2000 theinterest rate was 6.0%, and for 2001 the rate is 5.74%.

When the employee retires or terminates employment aftercompleting five years of service, the Plan will pay out the cash balanceamounts. The Plan will make these payments in the amounts consistentwith the employees’ elections as to the form and timing of payments,including payment in a single lump sum or as an annuity. An annuityobligates the Plan to make payments in monthly installments over time,in amounts based on assumptions we make as to life expectancy and thevalue of making payments in the future. Employees may choose similarmethods of payment for benefits they earned before July 1, 1995.

Supplemental Retirement Plan. By meeting certain legalrequirements, the Retirement Plan provides a tax-advantaged way forus to provide retirement benefits. However, U.S. tax law limits theamount of benefits we can provide an employee as well as the amountof compensation that we can take into account under the RetirementPlan. We make up for these lost benefits under our SupplementalRetirement Plan.

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Funded Pension Plan. Some of our employees, including Messrs.Linen and Chenault, have earned retirement benefits under the AmericanExpress Funded Pension Plan, a plan in effect until May 1985. Wepurchased an annuity from an insurance company to fund benefits thatthese employees will receive under this plan when they retire or leavethe Company.

Pension Table. We set forth in the table below the amount weestimate we will pay each year to the named executives as a single lifeannuity at age 65 under the Retirement Plan and the SupplementalRetirement Plan. Under a single life annuity, when the employee dies wecease making payments. We break out separately payments the insurancecompany will make under the Funded Pension Plan. In deriving ourestimated payments for the Retirement Plan and the SupplementalRetirement Plan we used these assumptions:

• We credit interest on account balances at the actual rate for allyears through 2001 and at 5% for 2002 and later years.

• We start paying retirement benefits to the executives at normalretirement age (age 65) as a single life annuity based on aninterest rate of 5.8% and U.S. government-approved assumptionsas to life expectancy.

• We continue to employ Messrs. Chenault, Cracchiolo, Kelly andLinen until age 65 at their current base salaries and pay themannual bonuses equal to their average bonus over the last fiveyears.

• Mr. Golub continues his employee status through April 2001.

Retirement Planand Supplemental Annual BenefitsRetirement Plan Payable by

Estimated Annual Insurance Total AnnualExecutive Officer Benefits Company Benefits

H. Golub . . . . . . . . . . . . . . . . . . . . . . . . $357,108 0 $357,108K.I. Chenault . . . . . . . . . . . . . . . . . . . . 608,554 $ 5,747 614,301J.M. Cracchiolo . . . . . . . . . . . . . . . . . . 342,274 0 342,274A.F. Kelly, Jr. . . . . . . . . . . . . . . . . . . . 274,292 0 274,292J.S. Linen . . . . . . . . . . . . . . . . . . . . . . . 622,200 65,508 687,708

Separate Pension Arrangement. When Mr. Golub beganemployment with us in 1983, we entered into an arrangement tocompensate him for benefits he lost when he left his former employer.Under this arrangement, when Mr. Golub retires we will calculate hisannual pension under the cash balance formula assuming he startedworking for us in 1978. We will pay to Mr. Golub an amount equal toany difference between this amount and the amount he is eligible toreceive under the Retirement Plan and Supplemental Retirement Planbased on his actual years of service.

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Agreement with Mr. Golub

In connection with Chief Executive Officer succession, the Companyentered into an agreement in 1999 with Mr. Golub which contains thesearrangements:

Participation in Programs. Mr. Golub will remain eligible toparticipate in our compensation and benefit programs as anemployee through April 2001, including salary and annual incentiveaward. As an employee, we granted him a non-qualified option for540,000 shares and a PG-XII award with a grant value of$1,000,000 in February 2001.

Eligibility for Severance. If his employment terminates beforeApril 30, 2001 for any reason other than his resignation, voluntaryretirement, death, disability, substantial violation of our policies orprocedures or material dishonesty, he will be eligible for severanceunder our severance policy. The amount of severance we will payhim if his employment terminates in these circumstances cannot beless than the amount in effect under the policy in April 1999.However, if his 1999 special stock option award vests on or afterApril 30, 2001, we will not have any obligation to pay himseverance.

Service as Chairman of the Board. Mr. Golub will serve asnon-executive Chairman of the Board for four months through April2001. For this service, he will receive compensation of $1,000,000and we have also granted him a non-qualified stock option inFebruary 2001 for 450,000 shares. The stock option grant will vestin one-third increments after each of two, three and four years havepassed since the grant date or if he retires after age 62. The stockoption grant has terms no less favorable than the terms we had inplace for employees generally at the time we made the grant.

Other Benefits. While Mr. Golub serves as Chairman of theBoard, we will provide him with continued access to Companyservices such as a car and driver, use of our aircraft and aperquisite allowance. For his lifetime we will provide him with anoffice and a secretary and will pay for normal office expenses. Wewill also reimburse him for expenses he incurs when he is onCompany business at our request.

Severance, Change in Control and Other Arrangements

We have in place three types of compensation arrangements that wedescribe in this section of the Proxy Statement: a uniform severancepolicy, change in control policies and arrangements relating to death,disability and retirement.

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Uniform Severance Policy. We have a uniform severance policy thatapplies to senior officers, including the named executives. Severance forexecutive officers is subject to the approval of the Compensation andBenefits Committee. If we terminate the employment of the participatingofficer for any reason generally other than misconduct or we and theofficer terminate such employment by mutual agreement, we will pay theofficer severance over a period of two years or less. To receive thesepayments, the officer must sign a severance agreement that prohibits theofficer from working for certain competitors, soliciting business from ourcustomers, attempting to hire our employees and disclosing ourconfidential information. The officer must also agree to release anyclaims against us.

The amount of severance that we would pay to each namedexecutive is two times base salary plus two times the amount of the lastbonus the Committee approves before the executive signs a severanceagreement. During all or a part of the severance period, the officer’slong-term incentive awards continue to vest and we will continue toprovide coverage under our welfare and benefit plans.

We entered into a separate arrangement in 1999 with Mr. Golubrelating to the Chief Executive Officer succession that could impact hiseligibility for, and amount of, severance we would pay him. We describethis on page 36.

Change in Control Policies. We have designed our change incontrol policies to help keep employees focused on their jobs during theuncertainty that accompanies a change in control, to preserve benefitsafter a change in control transaction and to help us attract and retainkey talent. We originally adopted these policies in 1994 and updatedthem in 2000. A change in control generally includes these events:(1) any person acquires 25% or more of our common shares or allvoting securities, (2) a majority of our Directors are replaced, (3) certainmergers, reorganizations, consolidations, or sales of our assets, subject toconsummation or (4) shareholder approval of a liquidation or dissolutionof the Company.

• Severance. We will pay the amount of severance that we wouldpay under the uniform severance policy in a lump sum to seniorofficers, including the named executives, if the officer’semployment is terminated under certain conditions within twoyears after a change in control. These conditions include (1) atermination by us for any reason generally other than willfulmisconduct or conviction of a felony or (2) a termination by theofficer for good reason. The officer would have good reason toterminate his or her employment if we impose a reduction inbase salary or position, material reduction in the total value of

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annual incentive and long-term incentive award opportunities,certain relocations of the officer’s workplace or duties materiallyinconsistent with prior duties. We refer to any of theseemployment terminations as a “Covered Termination.’’

• Pro Rata Bonus. If a Covered Termination occurs within twoyears after a change in control, we will pay senior officers,including the named executives, a bonus for part of the year inwhich termination occurs. We will base the amount of the prorata bonus on the average of the prior two annual incentiveawards.

• Key Executive Life. If a Covered Termination occurs within twoyears after a change in control, we will transfer to senior officers,including the named executives, policies under our Key ExecutiveLife Insurance Plan. Each policy provides life insurance coverageequal to four times annual base salary up to a maximum of$1,500,000. The officers may retain the life insurance coverage orcash out any value in the policy.

• Supplemental Retirement Plan. We do not fund benefits under ourSupplemental Retirement Plan or the separate arrangement wehave with Mr. Golub for additional service credit toward theRetirement Plan. Upon a change in control, we will fully fundbenefits that participants have earned under the SupplementalRetirement Plan and that Mr. Golub has earned under his separatepension arrangement.

If a Covered Termination occurs within one year after a changein control, we will provide senior officers, including the namedexecutives, with an additional benefit under the SupplementalRetirement Plan. This benefit will equal the additional amount wewould provide to the officers under the Retirement Plan if theofficers had two additional years of service and age under thatplan. If a Covered Termination occurs between one and two yearsafter a change in control, we will use one additional year ofservice and age to calculate the additional benefits.

If a Covered Termination occurs within one year after a changein control, we will add two years of service to participants’actual service when we determine whether profit sharingcontributions we made to the Supplemental Retirement Plan havevested. If the termination occurs between one and two years aftera change in control, we will add one year of service.

• Deferred Compensation Plans. Upon a change in control, we willcredit to participants’ accounts under our deferred compensationplans (including the Pay for Performance Deferral Program) twoyears of interest based on the rate in effect for the year before the

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change in control. We will also pay out all balances in theseplans.

• Stock Options and Restricted Shares. Stock option and restrictedshare awards that we issued to employees under our long-termincentive compensation plans will immediately vest upon a changein control. If an employee is terminated for reasons other thanmisconduct within two years after a change in control, theemployee will have an additional 90 days from termination toexercise stock options granted on and after February 28, 2000.

• Portfolio Grants. If a Covered Termination occurs within twoyears after a change in control, Portfolio Grant awards underthese plans will immediately vest and we will pay a pro rataportion of the value of the awards.

• Benefits. We will continue for up to two years our subsidy ofmedical and dental benefits for officers who are terminated withintwo years after a change in control.

• Excise Tax Gross Up. Current U.S. tax laws generally (1) do notallow companies to deduct from income certain compensationprovided in connection with a change in control that exceedsspecified limits and (2) impose a 20% excise tax on theindividuals who receive such compensation. We generally will payto members of senior management, including the namedexecutives, an amount in cash if necessary to make them wholefor this excise tax.

Death, Disability and Retirement. These policies generally apply tostock options, restricted share awards and PGs that we issue toemployees under our long-term incentive compensation plans, uponcertain types of employment termination:

• Death or Disability. Upon death or disability, unvested stockoptions and restricted shares will fully vest and Portfolio Grantswill vest pro rata. If the participant is age 60 or older with 10 ormore years of service, all or a portion of the remaining value ofPortfolio Grants will vest. Following death or disability, theholder (or the holder’s estate) will have up to five years toexercise vested stock options.

• Retirement. Upon retirement (meaning age 55 or older with 10 ormore years of service), unvested restricted shares outstanding formore than two years will fully or partially vest. Portfolio Grantsoutstanding for more than one year will partially vest. If aparticipant is age 60 or older with 10 or more years of service,all or a portion of his or her unvested stock options, restrictedshares and Portfolio Grants that the participant would have lostwill also vest. Retirees may exercise vested stock options throughthe end of their original term.

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CERTAIN TRANSACTIONS

Service by Directors and Officers

In the usual course of our business, we have transactions with manyother firms, including financial institutions. Some of the directors orofficers of these firms may also serve as directors or officers for us orour subsidiaries. We carry out our transactions with these firms oncustomary terms. The directors and officers that serve us, oursubsidiaries or the other firms involved may not have knowledge ofthese transactions.

Transactions Between the Company and Our Directors and Officers

Our executive officers and Directors may take out loans fromcertain of our subsidiaries on the same terms that these subsidiaries offerto the general public. By way of example, American Express CenturionBank may extend credit to our Directors and executive officers undertheir Optima Cards or Blue from American Express. Or, AmericanExpress Financial Advisors, Inc. may make margin loans to them inconnection with securities transactions. Our executive officers andDirectors may engage in similar transactions with other subsidiaries in2001. All indebtedness from these transactions is in the ordinary courseof our business and is substantially on the same terms, including interestrates, in effect for comparable transactions with other people. Suchindebtedness involves normal risks of collection and does not havefeatures or terms that are unfavorable to our subsidiaries.

Our executive officers and Directors may also have transactions withus or our subsidiaries involving other goods and services, such as travel,insurance and investment services. These transactions are also in theusual course of our business and we provide them on terms that weoffer to our employees generally.

Certain Employees

Occasionally we may have employees who are related to ourexecutive officers or Directors. We compensate these individualsconsistent with our policies that apply to all employees.

Stock Purchase Assistance Plan

Our Stock Purchase Assistance Plan (SPAP) is a loan program thathelps our senior officers purchase our common shares. It has thesefeatures:

• SPAP is available to about 170 senior officers, including thenamed executives. We may provide up to $30 million in loansunder SPAP.

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• These officers may use SPAP loans to pay the exercise price ofstock options (as well as related taxes) or for buying commonshares in the open market. Participants may borrow up to 300%of their base salary.

• Participants must pledge common shares as collateral underguidelines the Compensation and Benefits Committee sets fromtime to time. The guidelines currently require that the value ofthe collateral must equal at least 100% of the loan principal onthe date we make the loan. SPAP loans are full recourse,meaning that we can seek to collect repayment of the loan fromthe participant if the participant defaults and the value of thecollateral is not sufficient to repay the loan.

• Participants must repay SPAP loans in five years.• Participants pay interest quarterly at a rate that is two percentage

points below the prime lending rate of a major New York Citybank. Currently, SPAP loans bear interest at 6.50%.

During 2000 none of the named executives had any amountsoutstanding under the SPAP loan program. For all of our executiveofficers, the maximum principal amount outstanding under SPAP during2000 was $1,477,801 and on March 6, 2001 this amount was$1,050,000.

Transactions with Significant Shareholders

We have a number of ordinary course relationships with BerkshireHathaway Inc. (Berkshire), its affiliates, and companies in which it hassignificant investments. Some of these companies are serviceestablishments that accept our charge and credit cards and pay oursubsidiaries fees when our customers use these cards. From time to timewe may enter into joint marketing or other relationships with one ormore of these companies that encourage our customers to apply for anduse our cards. Our subsidiaries also provide Corporate Card or travelservices to some of these companies and these companies pay fees tothese subsidiaries. We or our subsidiaries may engage in othercommercial transactions with these companies and pay or receive fees inthese transactions.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTINGCOMPLIANCE

On September 16, 1999, Mr. Daniel Henry, the Company’sComptroller, reported to the Secretary’s Office that he made a gift of100 shares. Due to a clerical error, the Secretary’s Office did not reportthis gift until it filed Mr. Henry’s February 14, 2001 Form 5. The giftshould have been included in his February 14, 2000 Form 5.

On August 17, 1999, John Hayes, an executive officer, exercisedand sold a 30,000-share stock option. This transaction was reported

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timely. However, due to a misunderstanding between Mr. Hayes’ brokerand the Secretary’s Office, the simultaneous sale of an additional 2,823shares by Mr. Hayes was not reported until the Secretary’s Office filedan amended Form 4 dated September 8, 2000.

DIRECTORS AND OFFICERS LIABILITY INSURANCE

We have an insurance policy that provides coverage for Directorsand officers liability and fiduciary liability arising from employee benefitplans we sponsor. The directors and officers liability coverage providesthat the insurance carriers will (1) reimburse us when we are legallyallowed to indemnify our Directors and officers and (2) pay losses,including settlements, judgments and legal fees, on behalf of ourDirectors and officers when we cannot legally indemnify them. Thefiduciary liability portion of the policy covers Directors and employeeswho serve as fiduciaries for our employee benefit plans. It covers lossesfrom alleged breaches of fiduciary duty as defined in the EmployeeRetirement Income Security Act of 1974. Vigilant Insurance Companyissued this policy, which is effective from November 30, 2000 toNovember 30, 2003. We expect to renew similar coverage at expiration.Gulf Insurance Company and a consortium of other insurers led by AIGprovide excess coverage. We pay an annualized premium for thesecoverages of approximately $1,064,000.

We also have a supplemental directors and officers liabilityinsurance policy that covers additional losses in cases where we are notlegally permitted to indemnify our Directors or officers. ACE InsuranceCompany Ltd. issued this policy which is effective November 30, 2000,to November 30, 2003. We expect to renew similar coverage atexpiration. We pay an annualized premium for this policy of $147,200.

REQUIREMENTS, INCLUDING DEADLINES FOR SUBMISSIONOF PROXY PROPOSALS, NOMINATION OF DIRECTORS

AND OTHER BUSINESS OF SHAREHOLDERS

Under SEC rules, if a shareholder wants us to include a proposal inour Proxy Statement and form of proxy for the 2002 Annual Meeting ofShareholders, our Secretary must receive the proposal at our principalexecutive offices by November 13, 2001.

Under our By-laws, and as SEC rules permit, shareholders mustfollow certain procedures to nominate a person for election as a Directorat an annual or special meeting, or to introduce an item of business atan annual meeting. Under these procedures, shareholders must submit theproposed nominee or item of business by delivering a notice to theSecretary of the Company at our principal executive offices. We mustreceive notice as follows:

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• Normally we must receive notice of a shareholder’s intention tointroduce a nomination or proposed item of business for anannual meeting not less than 90 days nor more than 120 daysbefore the first anniversary of the prior year’s meeting. Assumingthat our 2002 Annual Meeting is held on schedule, we mustreceive this notice no earlier than December 21, 2001 and nolater than January 22, 2002.

• However, if we hold the annual meeting on a date that is notwithin 30 days before or after such anniversary date, we mustreceive the notice no later than ten days after the earlier of thedate we first provide notice of the meeting to shareholders orannounce it publicly.

• If we hold a special meeting to elect Directors, we must receivea shareholder’s notice of intention to introduce a nomination nolater than ten days after the earlier of the date we first providenotice of the meeting or announce it publicly.

A notice of a proposed nomination must include certain informationabout the shareholder and the nominee, as well as a written consent ofthe proposed nominee to serve if elected. A notice of a proposed itemof business must include a description of and the reasons for bringingthe proposed business to the meeting, any material interest of theshareholder in the business and certain other information about theshareholder.

The Board and our management have not received notice of and arenot aware of any business to come before the Annual Meeting otherthan the items we refer to in this Proxy Statement. If any other mattercomes before the Annual Meeting, the persons on our proxy committeewill use their best judgment in voting the proxies.

* * * *We have mailed our 2000 Annual Report to Shareholders in

connection with this proxy solicitation. If you would like a copy of our2000 Form 10-K, excluding certain exhibits, please contactStephen P. Norman, Secretary, American Express Company, 200Vesey Street, New York, New York 10285-5005.

Please vote by telephone or the Internet or sign, date and return theenclosed proxy or voting instruction form in the prepaid envelope. Weencourage you to attend the April 23, 2001 meeting.

KENNETH I. CHENAULTChief Executive Officer

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EXHIBIT A

AUDIT COMMITTEE CHARTER

The Directors’ Audit Committee (“the Committee’’) of AmericanExpress Company (“the Company’’) is responsible for assisting theBoard of Directors (“the Board’’) in its oversight responsibilities relatingto the Company’s: (i) financial reporting process, (ii) internal andexternal auditing, (iii) internal controls and (iv) legal and regulatorycompliance. The Company’s outside auditor is ultimately accountable tothe Board and the Audit Committee, which have ultimate authority overits selection, evaluation and replacement where appropriate. TheCommittee makes recommendations to the Board as to such matters.

The Committee shall meet at least four times per year, or morefrequently as circumstances require, and shall make regular reports to theBoard on the Committee’s activities.

The Audit Committee shall be comprised of at least three Directors.The members of the Audit Committee shall be appointed by the Boardand shall meet the independence and experience requirements of theNew York Stock Exchange.

In carrying out its responsibilities, the Committee:• reviews with management the Company’s financial statements;• reviews with management and the outside auditor the outside

auditor’s audit of the Company’s financial statements, their reportregarding significant findings and the adequacy of management’sresponses, any significant observations they may have includingthe quality, not just acceptability of the accounting principles usedin the financial statements, and any other matters required to becommunicated to the Committee by the outside auditor undergenerally accepted auditing standards;

• recommends to the Board, based on certain reviews anddiscussions with management and the outside auditor, whether thefinancial statements should be included in the Company’s Form10-K Annual Report;

• reviews the scope and fees of external audit and non-auditservices performed by the outside auditor;

• receives periodic reports from the outside auditor regarding theauditor’s independence, discusses such reports with the auditor,considers whether the provision of non-audit services iscompatible with maintaining the auditor’s independence, and if sodetermined by the Audit Committee, recommends that the Boardtake appropriate action to satisfy itself of the independence of theauditor;

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• recommends to the Board the selection and, if appropriate,replacement of the outside auditor, including nominationsproposed for shareholder approval;

• reviews and concurs in the appointment or replacement of theCompany’s General Auditor;

• reviews the scope of the internal auditors’ plans and the resultsof their audits;

• reviews and reassesses the adequacy of the Audit Committeecharter at least annually, and recommends any changes to theBoard for approval;

• discusses with management, the internal auditor and the outsideauditor the adequacy and effectiveness of internal controls;

• reviews the status of significant current and potential legalmatters;

• receives reports on the Company’s Compliance program, includinga review of the distribution of and compliance with theCompany’s Code of Conduct; and

• considers such other matters as the Board or Committee deemsappropriate.

For each of the first three quarters each year, management and theoutside auditor shall advise the Committee Chairman whether or not theoutside auditor has identified, during the course of their review of theCompany’s quarterly financial statements, matters required to becommunicated to the Committee prior to the filing of the Company’sQuarterly Reports on Form 10-Q; if so, a meeting shall be held for suchpurpose.

The Committee meets at least once each year privately (withoutmanagement present) and separately with each of the General Auditorand outside auditor.

The Committee is empowered to conduct its own investigations intoissues related to its responsibilities and to retain legal, accounting orother experts or consultants to advise the Committee.

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DIRECTIONS TO THE 2001 ANNUAL MEETING OFSHAREHOLDERS OF

AMERICAN EXPRESS COMPANY

Our world headquarters is the site of the 2001 Annual Meeting ofShareholders. We are located at 200 Vesey Street on the west side oflower Manhattan in the World Financial Center. The World FinancialCenter is connected to the World Trade Center by two pedestrianoverpasses and is also accessible at street level by car.

BY SUBWAY

Take any of these subway lines: the A, C, E, N, R or the 1, 2, 3,4, 5 or 9 trains. All of these trains stop at or near the World TradeCenter. Walk from the World Trade Center across the Westside Highway(also known as West Street) by going across one of the two pedestrianoverpasses. Our building is on the north side of the Winter Garden inthe World Financial Center.

BY CAR OR TAXI

Go south on the Westside Highway in lower Manhattan toward thetwin towers of the World Trade Center. Come into the World FinancialCenter, which is directly across the Westside Highway from the towers,by turning west on either Murray Street or Vesey Street. Go to the mainentrance of our building, located at the corner of Vesey Street and theWestside Highway.

This Statement is printed with soy ink on recycled paper.