EXHIBIT A

AUDIT COMMITTEE CHARTER

The Directors' Audit Committee ("the Committee") of American Express Company ("the Company") is responsible for assisting the Board of Directors ("the Board") in its oversight responsibilities relating to the Company's: (i) financial reporting process, (ii) internal and external auditing, (iii) internal controls and (iv) legal and regulatory compliance. The Company's outside auditor is ultimately accountable to the Board and the Audit Committee, which have ultimate authority over its selection, evaluation and replacement where appropriate. The Committee makes recommendations to the Board as to such matters.

The Committee shall meet at least four times per year, or more frequently as circumstances require, and shall make regular reports to the Board 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 Board and shall meet the independence and experience requirements of the New 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 report regarding significant findings and the adequacy of management's responses, any significant observations they may have including the quality, not just acceptability of the accounting principles used in the financial statements, and any other matters required to be communicated to the Committee by the outside auditor under generally accepted auditing standards;
  
• recommends to the Board, based on certain reviews and discussions with management and the outside auditor, whether the financial statements should be included in the Company's Form 10-K Annual Report;
  
• reviews the scope and fees of external audit and non-audit services performed by the outside auditor;
  
• receives periodic reports from the outside auditor regarding the auditor's independence, discusses such reports with the auditor, considers whether the provision of non-audit services is compatible with maintaining the auditor's independence, and if so determined by the Audit Committee, recommends that the Board take appropriate action to satisfy itself of the independence of the auditor;
  
• recommends to the Board the selection and, if appropriate, replacement of the outside auditor, including nominations proposed for shareholder approval;
  
• reviews and concurs in the appointment or replacement of the Company's General Auditor;
  
• reviews the scope of the internal auditors' plans and the results of their audits;
  
• reviews and reassesses the adequacy of the Audit Committee charter at least annually, and recommends any changes to the Board for approval;
  
• discusses with management, the internal auditor and the outside auditor the adequacy and effectiveness of internal controls;
  
• reviews the status of significant current and potential legal matters;
  
• receives reports on the Company's Compliance program, including a review of the distribution of and compliance with the Company's Code of Conduct; and
  
• considers such other matters as the Board or Committee deems appropriate.

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

The Committee meets at least once each year privately (without management present) and separately with each of the General Auditor and outside auditor.

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

---