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triangle Ownership of Our Common Shares


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OWNERSHIP OF OUR COMMON SHARES

This table shows how many American Express common shares certain individuals and entities beneficially owned on March 6, 2001. 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 26-32 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.

OWNERSHIP OF OUR COMMON SHARES

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

    Of the shares listed in the table, National Indemnity Company beneficially owns 120,255,879 shares. National Indemnity is a subsidiary of Berkshire. Mr. Buffett, Berkshire and the subsidiaries of Berkshire share voting and investment power over the shares. Mr. Buffett, his spouse and a trust for which Mr. Buffett is trustee own 33.5% 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 so long as Ken Chenault 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. This column includes shares held in employee benefit plan accounts on December 31, 2000 as follows:
    OWNERSHIP OF OUR COMMON SHARES

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

    OWNERSHIP OF OUR COMMON SHARES>

  3. Certain individuals in the table have disclaimed beneficial ownership of shares. This table does not include these shares, which are held as 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.
    • All current Directors and executive officers disclaim beneficial ownership over a total of 116,406 shares.

  4. 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:

    OWNERSHIP OF OUR COMMON SHARES

  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 is one of our executive officers.

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


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