Ownership of Our Common Shares

OWNERSHIP OF OUR COMMON SHARES
This table shows how many American Express common shares certain individuals and entities beneficially owned on March 1, 2000. These individuals and entities include: (1) owners of more than 5% of our outstanding common shares, (2) our current Directors, (3) the five executive officers named in the compensation tables on pages 32-38 and (4) all current Directors and executive officers as a group. A person has beneficial ownership over shares if the person has voting or investment power over the shares or the right to acquire such power within 60 days. Investment power means the power to direct the sale or other disposition of the shares. Each person has sole voting and investment power over the shares, except as we describe below. The table also shows the number of common share equivalent units we have credited to Directors under the Deferred Compensation Plan.

(1) Based on information Berkshire Hathaway Inc. (Berkshire) provided to us as of December 31, 1999.
Of the shares listed in the table, National Indemnity Company beneficially owns 40,085,293 shares. National Indemnity is a subsidiary of Berkshire. Mr. Buffett, Berkshire and the subsidiaries share voting and investment power over the shares. Mr. Buffett, his spouse and a trust for which Mr. Buffett is trustee own 34% of the equity of Berkshire. As a result of this ownership position in Berkshire, Mr. Buffett may be considered the beneficial owner of the shares that Berkshire beneficially owns.
In 1995 we signed an agreement with Berkshire designed to ensure that Berkshire’s investment in our company will always be passive. The agreement remains in effect so long as Berkshire owns 10% or more of our voting securities. Berkshire made similar commitments to the Board of Governors of the Federal Reserve System. Berkshire and its subsidiaries have also agreed to follow our Board of Directors’ recommendation in voting Company common shares they own. This additional agreement remains in effect so long as Harvey Golub is our Chief Executive Officer and Berkshire owns 5% or more of our voting securities. With certain exceptions, Berkshire and its subsidiaries may not sell Company Common shares to any person who owns more than 5% of our voting securities or who attempts to change the control of the Company.
(2) Based on information contained in a report on Schedule 13G that FMR Corp. filed with the SEC. The Schedule contains this information as of December 31, 1999 about beneficial ownership:

FMR Corp., Mr. Johnson and Mrs. Johnson had sole power to dispose of 39,184,091 shares, FMR has sole voting power over 1,893,363 shares and Mr. Johnson had sole voting power over 10,693 shares.
Fidelity Management and Research Company beneficially owned 36,631,718 shares and Fidelity Management Trust Company beneficially owned 2,137,492 shares. These entities are subsidiaries of FMR.
Fidelity International Limited (FIL) beneficially owned 404,188 shares. Mr. Johnson and members of his family control FMR. A partnership controlled by Mr. Johnson and members of his family control approximately 40% of the voting stock of FIL and Mr. Johnson is Chairman of FMR and FIL. Accordingly, FMR may be considered to be a beneficial owner of the shares owned by FIL. FMR disclaims beneficial ownership of the shares FIL beneficially owns.

(3) This column includes shares held in employee benefit plan accounts on December 31, 1999 as follows:

Name
Number of Shares
in Plan Accounts

H. Golub 760

K.I. Chenault 5,220

J.S. Linen 7,753

R.K. Goeltz 26

D.R. Hubers 290

All current Directors
and executive officers 27,592

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

Trustee
Number of Shares
Held in Trust

H. Golub 84,454

K.I. Chenault 23,604

(4) Certain individuals in the table have disclaimed beneficial ownership of shares. We do not include these shares in the table, which are held as follows:

Mr. Golub’s wife is the sole trustee of a trust that holds 6,515 shares.
A child of Mr. Golub owns 3,045 shares.
Mr. Chenault and his wife are general partners of a limited partnership that owns 13,588 shares.
Mr. Chenault’s wife owns 14,996 shares on her own behalf or as trustee or custodian for their children.
All current Directors and executive officers disclaim beneficial ownership over 44,574 shares.

(5) Certain executive officers hold restricted shares which we include in this column. The executive may vote the restricted shares, but may not sell or transfer them during the restricted period. These restrictions lapse over a period of years ending in 2006. The individuals in the table hold the following number of restricted shares:

Name
Number of
Restricted Shares

H. Golub 7,556

K.I. Chenault 111,072

R.K. Goeltz 7,000

D.R. Hubers 4,562

All executive officers 335,614

(6) These are shares that executive officers may acquire by exercising stock options.
(7) Includes 432 shares owned by children of Mr. Linen. Mr. Linen is one of our executive officers.
(8) On March 1, 2000 our 29 Directors and executive officers beneficially owned 5,432,013 shares, or about 1.2% of our outstanding shares. No individual in the table beneficially owned more than 1% of our outstanding shares.
Share Ownership Guidelines for Directors. The Board of Directors believes that each Director should have a meaningful equity stake in our Company and adopted a voluntary share ownership guideline of 10,000 shares. Directors who joined the Board after February 1994 when the Board adopted the guideline have five years to acquire the shares.

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