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triangle Notice of Annual Meeting


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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Date: Monday, April 24, 2000 at 10:00 A.M.
Place: American Express Company
200 Vesey Street, 26th Floor
New York, New York 10285
Items of Business:    (1) To elect Directors.

(2) To approve an amendment to our Restated Certificate of Incorporation to permit a three-for-one stock split.

(3) To approve an amendment to the American Express Company 1993 Directors’ Stock Option Plan.

(4) To ratify our selection of Ernst & Young LLP as our independent auditors for 2000.

(5) To vote on a shareholder proposal relating to political contributions, which our Board of Directors opposes.

(6) To transact such other business that may properly come before the meeting.

Record Date: You can vote if you are a shareholder of record on March 1, 2000.


STEPHEN P. NORMAN
Secretary

March 13, 2000


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