0001104659-14-085118 Sample Contracts

TERMS AGREEMENT
Terms Agreement • December 5th, 2014 • American Express Co • Finance services

We (the “Representatives”) understand that American Express Company, a New York corporation (the “Company”), proposes to issue and sell U.S.$600,000,000 aggregate principal amount of its 3.625% Subordinated Notes due December 5, 2024 (the “Notes”) pursuant to the Company’s Registration Statement on Form S-3ASR (No. 333-185242) (the “Registration Statement”).

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FIRST SUPPLEMENTAL INDENTURE BETWEEN AMERICAN EXPRESS COMPANY AND THE BANK OF NEW YORK MELLON, formerly known as The Bank of New York
Supplemental Indenture • December 5th, 2014 • American Express Co • Finance services • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of December 5, 2014 (this “FIRST SUPPLEMENTAL INDENTURE”), between AMERICAN EXPRESS COMPANY, a New York corporation (the “COMPANY”), having its principal executive office at 200 Vesey Street, New York, New York 10285 and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), a New York banking corporation, as trustee (the “TRUSTEE”), having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, supplementing the Subordinated Indenture, dated as of August 1, 2007, between the Company and the Trustee (the “BASE INDENTURE” and, together with this First Supplemental Indenture and as further amended and supplemented from time to time, the “INDENTURE”).

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