PRELIMINARY COPY, SUBJECT TO COMPLETION
DATED JANUARY 25, 2012
PROXY STATEMENT OF PETER LINDNER
IN CONNECTION WITH THE
2012 ANNUAL MEETING OF STOCKHOLDERS OF
AMERICAN EXPRESS COMPANY

INTRODUCTION

 This Proxy Statement (the "Proxy Statement") and the
accompanying form of Proxy are being furnished by
Peter Lindner ("Mr. Lindner") to the stockholders (the
"Stockholders") of American Express Company (the
"Company" or "Amex") in connection with his
solicitation of proxies to be voted at the Company's
2012 Annual Meeting of Stockholders (the
"Annual Meeting"). The Company has announced that the
Annual Meeting will be held on ______, 2012, at 10:00
a.m. Eastern Time local time at:

American Express Company
200 Vesey Street, 26th floor
New York, New York 10285

This Proxy Statement and form of Proxy was to be
mailed to Shareholders by Amex.  However, this was
defeated was / is being appealed by Mr. Lindner
January 25, 2012 at the US Court of Appeals for the
Second Circuit with docket number is 11-3594-cv.

Mr. Lindner was informed by the 2nd Circuit Court of
Appeals in a letter dated January 11, 2012 that his
appeal has been denied and has 2 weeks to appeal this
en banc.  Thus, this document was created in the past
2 weeks, for which Mr. Lindner apologizes for its
rough format.

AMERICAN EXPRESS DISCRIMINATORY PRACTICES

This filing references both a video and a website for
deep background.

The 40-second long video is on YouTube and has closed
captions:

www.youtube.com/watch?v=u1XmxONWPEM

And the website is, which has the full transcript of
the video, plus many of  the background documents
(about 15 documents) to this Shareholder Proposal to
create an Amex Truth Commission to deal with EEOC
("Equal Employment  Opportunities Commission")
matters, that is to say, significant matters regarding
discrimination:

www.amexethics.blogspot.com  (temporarily not active)


This Shareholder Proposal is about discrimination
against gay employees by predatory managers,
presumably closeted gays.  Moreover, while the public
may  be outraged at a woman being sexual harassed by a
male manager, there is less  outrage when a male is
sexual harassed by a male manager, as was the
situation with Mr. Lindner in American Express in
1998.  However, this Shareholder  Proposal is NOT
about that discrimination and sexual harassment,
important  though it may be, but about

1)	Amex's 7 year cover-up of the retaliation by (now
former) Amex's Senior Vice President Qing Lin who
reported to Ash Gupta, now the President of Banking at
Amex, not only in violation of Title VII of the Civil
Rights Act of 1964, but

2)	also Qing's breach of the Amex Code of Conduct,
and additionally the June 2000 Amex-Lindner
Contract.

3)	And possibly the NY State and NYC Human Rights
laws.  (Mr. Lindner is not a lawyer, but is
currently representing himself pro se.)

The June 2000 Amex-Lindner Contract was to have ended
the sexual harassment incident for both sides some 10
years ago, only to have Qing breach the
agreement's paragraph 12 and paragraph 13 (text below)
by telling a prospective employer  several statements
about Mr. Lindner, including one of which was
admitted  under oath in January 2009 with documentary
backup that "I don't think Peter  Lindner can work at
American Express".  Paragraph 13 of the June 2000
Amex- Lindner Contract names 7 people, including Qing
and Ash, from giving "any information" to prospective
employers and referring questions by them to Human
Resources.  Amex was informed in July 2005, and that
key phrase was uncovered in a February 2006
investigation initiated by Secretary of the
Corporation Stephen Norman, Esq.  Yet, despite the
investigator Jason Brown,  Esq. of Amex's
General Counsel's Office being alerted by Mr. Lindner,
Mr.  Brown did not include that quote in his second
and supposedly final report,  nor did Mr. Brown
notify his superiors and Qing's manager (Ash Gupta,
now the  President of Banking at Amex) that Qing
breached the written June 2000 Amex- Lindner
Contract; by not informing their superiors, Jason
Brown and Qing Lin  both violated the Amex Code of
Conduct.

To have CEO Ken Chenault, Esq. say at the April 2009
Amex Shareholder meeting in response to Mr. Lindner's
Shareholder Proposal on revising the Code of
Conduct so that it works, Mr. Chenault (again in Mr.
Lindner's layman's opinion) misled the Amex
Shareholders, which is a violation of the rules of
the SEC, possibly:

"Rule 14a-8(i)(3)
The proposal or supporting statement is contrary to
any of the Commission's proxy rules, including rule
14a-9, which prohibits materially false or misleading
statements in proxy soliciting materials."

Mr. Lindner has written to CEO Ken Chenault, Esq. a
month in advance of the Shareholder's April 26, 2010
meeting to allow him to investigate and respond
to these matters which have been dragging on for now 5
years.  Mr. Chenault, through his lawyer refused to
respond, terming it a "special treatment" (by
Secretary of the Corporation Carol Schwartz, Esq.) and
also "preferential treatment":

"You are seeking preferential treatment and, as you
previously have been advised in writing, you will not
be furnished with responses (either directly or via
the Company's website) prior to the Annual Meeting."
[April 14, 2010 and Apr 20, 2010, at 2:07 PM, email by
Daniel E Stoller, Skadden, Arps, Slate, Meagher & Flom
LLP]

FULL TEXT OF PARAGRAPHS 12-13 OF THE JUNE 2000 AMEX-
LINDNER CONTRACT

The following is the full text of the two paragraphs
numbered 12 and 13 of the June 2000 Amex-Lindner
Contract signed by Mr. Lindner and Ash Gupta, now the
President of Banking at Amex.  Please note that
a)	in Paragraph 12, no one in Amex should give
information about Peter Lindner to prospective
employers except for Mr. Lindner's "dates of
employment, positions held and final salary"
b)	in Paragraph 13, a tighter restriction is made
upon 7 Amex employees including Qing Lin and Ash Gupta
in that they can not give "any information" and must
"direct all requests for references" to Human
Resources ("HR"):

"12.	The Company, Ash Gupta and Richard Tambor
represent and agree not to disclose to any party
outside of the Company any of the facts and
circumstances leading up to Mr. Lindner's termination;
or leading up to this Agreement, except on a need to
know basis for a legitimate business purpose.
Further, the Company, Gupta and Tambor agree to keep
the terms and facts of this Agreement confidential
except that they may disclose the terms of this
Agreement and the facts of this Agreement on a need to
know basis for a legitimate business purpose.  The
Company further agrees that it will disclose only Mr.
Linder's dates of employment, positions held and
final salary in response to any inquiries or requests
for references regarding Mr. Lindner.

13.	The Company agrees to instruct and direct the
following Company employees not to disclose any
information regarding Mr. Lindner's  employment or
termination of employment from the Company to any
person  outside of the Company and to direct all
requests for references or  inquiries received by such
employees regarding Mr. Lindner to the  appropriate
human resources individual(s):  Ash Gupta, Qing Lin,
Daniel  Almenara, Raymond Joabar, Wei Chen, Claudia
Rose and Richad Tambor."

 REASON FOR SHAREHOLDER PROPOSAL AND MR. LINDNER'S RUN
FOR DIRECTOR

 Mr. Lindner was to have been soliciting proxies from
fellow Stockholders and  fellow  former Employees to
elect Mr. Lindner to the Board of Directors of  the
Company (the "Board") at the Annual Meeting.  Mr.
Lindner is asking   Stockholders to enact a
Shareholder Proposal (the "Proposal") on  revising
Amex's Code of Conduct (the "Code"). Sometimes (and
Mr.  Lindner has been  wrong about this in the past),
there is a new wave  sweeping across the  country for
a revision of ethics. Mr. Lindner  wishes Amex to lead
the  country in having a good code of conduct,  rather
than have incidents occur  periodically that cause
pain,  embarrassment, and social/financial disorder -
which has happened in  the US Congress and in
companies such as Enron.

Please note that in 2009, Amex told the SEC that this
proposal is "ordinary  business" and thus should not
be voted on by the Shareholders. This is  quite
untrue, since it is a rarity for any body (government
or  corporation) to ask for the Truth and give a
blanket amnesty for  telling it. And then firing those
who do not tell the truth.  Well,  lesser forms of
punishment for lesser infractions.


This year Amex fought Mr. Lindner's Shareholder
Proposal by claiming it was   too  late, even though
last year in 2009, Amex's lawyers had an intent to
deceive  the  Court in NY State, which is a criminal
misdemeanor.  Mr.  Lindner makes that  statement
without the assurance of being a lawyer, since  Mr.
Lindner is a  computer programmer.  However, if you
read pages 9-10 of  "Request by Plaintiff  ver f for
release of DVDs and.pdf" which was written  on April
4, 2010, it will  give the legal basis why under NY
Judiciary Law  section 487, an attorney  cannot  make
a false statement to a judge in any  court in NY
State, and that is  included  in the Local Rules of
the Southern  District of New York, 1.5(b)(5) which
applies  the NY Laws to the SDNY.  An  "intent to
deceive the Court" is a criminal  misdemeanor, which
Mr. Lindner  as a non-lawyer assumes to mean
conviction  would  entail the loss of a  license to
practice of the offending lawyer(s).  In the  case of
Peter  Lindner versus American Express and Qing Lin
06cv3834, Amex's  two  lawyers  informed USDJ Koeltl
on 3 separate days that Amex did not stop Mr.  Lindner
from communicating with the SEC prior to 2009, when in
fact Amex tried  and  succeeded in April 2007 to get
SDNY Magistrate Judge Katz to compel Mr.   Lindner
under pain of Contempt of Court to "withdraw" Mr.
Lindner's filings   from  the SEC and to not
communicate with the SEC (among other restrictions,
including  stopping Mr. Lindner from attending the
April 2007 Amex  Shareholder meeting in  NYC).  Those
two lawyers were Mr. Joe Sacca, Esq. of  Skadden,
Arps, Slate,  Meagher & Flom LLP and Ms. Jean Park,
Esq. of Kelley  Drye & Warren LLP.  Some  people say
there is no such thing as bad publicity;  however,
perhaps having an  attorney lie to a court and not
retract their  statements even after repeatedly
informing them of the errors may count as  bad
publicity.


In order to make this document acceptable to
challenges from the SEC  and from Amex, this proxy has
too much additional information, for  which Mr.
Lindner apologizes.


THE TEXT OF THE SHAREHOLDER ETHICS PROPOSAL

Amend Amex's Employee Code of Conduct ("Code") to
include mandatory  penalties for non-compliance on its
provisions, especially with regard to  discrimination
against employees, the precise scope of which shall be
determined after an independent outside compliance
review of the Code  conducted by outside experts and
representatives of Amex's board,  management,
employees and shareholders. This shall include a Truth
Commission, patterned after the Truth Commissions used
in South Africa  to end Apartheid, for instance (which
runs 70 pages).

REQUIRED INFORMATION PURSUANT TO AMERICAN EXPRESS CO.
BY-LAW 2.9:

(i)	(a)  Brief description of business proposal.

Amend Amex's Employee Code of Conduct ("Code") to
include mandatory penalties   for non-compliance, the
precise scope of which shall be determined by a
"Truth  Commission" after an independent outside
compliance review of the  Code  conducted  by outside
experts and representatives of Amex's board,
management, employees  and shareholders.  This is
especially with regard to  EEOC (Equal Employment
Opportunity Commission) cases and alleged
discrimination by Amex.

	(b)  Reasons for bringing such business to the
annual meeting.

Mr. Lindner's discrimination in violation of Title
VII  of the Civil Rights Act of 1964 was first alleged
and then admitted by both Qing and by the General
Counsel's Office VP Jason Brown, Esq. in 2009. Amex is
fighting these efforts of Mr. Lindner. Given the
anecdotal evidence show that the Code is breached and
not enforced.  Rather, management regards the Code as
nothing  more than window-dressing for Sarbanes-Oxley
compliance. Especially:  In January  2009, Amex's
employees admitted under oath a breach in March 2007
of an out- of-court settlement regarding gay
discrimination against Mr.  Lindner.  Yet even  with
this knowledge, Amex CEO Ken Chenault told the April
2009 Shareholder  meeting that he has "full confidence
in the Company's code  of conduct and the  integrity
and values of our employees, for Steve who  handled
this from an  administrative channel." [Steve is
Secretary of the  Corporation Stephen  Norman]

	Some two weeks later, the Amex employee who
admitted (in January 2009)   breaching the code (in
March 2007) left Amex for a competitor, and that
employee reported directly to Amex's President of
Banking.  Clearly someone  one  step down from the
President who not only breached an agreement signed
by that  same President and covered it up for 4 years,
well, that's a sign  that the Code  of Conduct is not
working, and that at least two of the  employees
lacked  integrity.

	Moreover, Amex fought putting this Shareholder
Proposal on the Proxy  from 2007 through 2009,
indicating that the Proposal only dealt with ordinary
"business matters", when it was clear to Amex that it
involved "significant  social policy issues (e.g.,
significant discrimination matters)" [see  paragraph
below from SEC Rules]

This lack of adherence to basic principles of conduct
erodes confidence in  the  Company, has affected or
will affect the market price of the Company's  shares,
and warrants attention from the shareholders.  In
other words, this  matter  affects Shareholders as
well as being socially significant, as is  indicated
in  SEC Rule 14(a)(8) on Shareholder Proposals:

"proposals relating to such matters but focusing on
sufficiently significant   social policy issues (e.g.,
significant discrimination matters) generally   would
not be considered to be excludable, because the
proposals would  transcend  the day-to-day business
matters and raise policy issues so  significant that
it  would be appropriate for a shareholder vote."
http://sec.gov/rules/final/34-40018.htm



REASONS FOR BRINGING SUCH BUSINESS TO THE ANNUAL
MEETING

Personal experience and anecdotal evidence and the
apparent lack of remorse by CEO Ken Chenault at the
actions of VP Qing and the General Counsel's Office VP
Jason Brown show that the Code has been  breached and
not enforced. Rather, management (VP and above) regard
the  Code as nothing more than mere Sarbanes-Oxley
(SOX) compliance (see  paragraph below on quotes about
SOX; Amex has filed its Code with the  Securities and
Exchange Commission SEC for many years.)  CEO Chenault
has personally signed that the Code is working, yet if
the Code did not work in stopping Jason Brown for
these past 5-6 years, then how well is it working on
others (eg. Ash Gupta, CEO Chenault, the current and
past heads of the General Counsel's Office, who could
have retrospectively investigated and apologized for
Qing's actions and Brown's coverup in email and in
Court until his testimony was given under oath in
January 2009).  That is not working:  that is a
dysfunctional Code that may work, but surely did not
work in this long protracted case, where Amex did not
even follow its principles of trying to fix things
quickly. This lack of  adherence to basic principles
of conduct erodes confidence in the  Company, has
affected or will affect the market price of the
Company's  shares, and warrants attention from the
shareholders.  Also below  (after quotes) is the
chronology of Amex's (in varying degrees of
successfulness) of preventing this issue from being
discussed with the  Shareholders.


 QUOTES FROM OTHER SOURCES ON SOX AND ETHICS AND SEC

"Sarbanes-Oxley and businesses work together to
increase the overall  integrity and ethics in
business. The act came in the wake of a series  of
corporate financial scandals, including those
affecting Enron, Tyco  International, and WorldCom
(now MCI). The law is named after sponsors  Senator
Paul Sarbanes (D-MD) and Representative Michael G.
Oxley (R- OH). It was approved by the House by a vote
of 423-3 and by the Senate
99-0."
http://www.globalethicsuniversity.com/sarbanes-oxley-
compliance.php



 "The following is a brief list of selected cooperate
governance
rulemaking by the SEC, NYSE and NASDAQ. Companies
covered by these
regulatory bodies are required to:

* Adopt a Code of Ethics applicable to specific
officers

* Adopt a Code of Conduct applicable to all directors,
officers and
employees

* Create an environment that encourages employees to
report violations

* Adopt procedures that allow employees a confidential
and anonymous
process  for submitting   concerns

* Adopt procedures that facilitate the effective
operation of the code

*  Protect individuals from retaliation who report
violations of the
code of  conduct "
http://www.kenexa.com/Solutions/Survey/SarbanesOxleyCo
mpliance.aspx




DETAILS ON AMEX ATTEMPTS TO STOP COMMUNICATIONS TO
SHAREHOLDERS

American Express ("Amex") went to Federal Court to
stop Mr. Lindner
from communicating with shareholders by doing the
following:

1.	Amex got a Federal Judge (a Magistrate Judge) in
the Southern
District of New York (SDNY) to prohibit Mr. Lindner
from attending the
Amex April 2007 Shareholder Meeting.

2.	Amex got the same SDNY Judge to prevent Mr.
Lindner from
communicating with the SEC (Securities and Exchange
Commission).

3.	Amex tried to get Mr. Lindner to get the SEC to
withdraw his  March 2007 SEC preliminary filing
(#0001394849-07-000002) to have a  Shareholder
Proposal and for running for the Amex Board. The SEC
said  that any filing made cannot be retracted, as it
is instantaneously  place on computers all over the
world.

4.	Amex got the Judge to stop Mr. Lindner from
communicating with
the SEC.

5.	Amex got the Judge to have Mr. Lindner remove his
April 2007  website completely, via an ex parte
conference call with the Judge, Mr.  Lindner, and Mr.
Lindner's lawyer (and without Amex).

6.	Amex gave a promise in open court to make a
written contract  outlining these restrictions, but
then got the Judge to allow Amex to  not make the
contract in writing, and then enforce the "verbal"
contract. This is noteworthy, since the written
contract would have  included the terms of the June
2000 Amex-Lindner contract [attached as  PDF - see
page 14 of 16, paragraph 20 - in PACER (a public
access to  the Court system) as Document 17 Filed
12/20/2006], which gave Mr.  Lindner 21 days to show
the terms of the contract to a lawyer, and 7  days
after signing the contract to revoke it. However, by
not putting  the contract in writing, Amex was able to
enforce the contract without  allowing Mr. Lindner to
revoke it or "sign and revoke" the contract.  Amex was
(and still is) represented by the law firm of Kelley
Drye &  Warren LLP.

7.	Amex got the Magistrate Judge to prohibit Mr.
Lindner from asking  questions at the 2007 Meeting.

8.	The April 2007 Meeting passed without Mr.
Lindner's being able to  attend, since it would have
been in Contempt of Court if Mr. Lindner  went to the
Meeting.

9.	Mr. Lindner spent $20,000 in legal fees to get a
higher federal  SDNY Judge (a US District Judge) to
invalidate the restrictions on Mr.  Lindner, with one
major exception: The Court kept the restriction that
Mr. Lindner can not reveal the contents of the
Contract, nor can Mr.  Lindner reveal the transcript
of the "open Court" session where the  alleged oral
agreement is discussed. That transcript
"LindnervAmEx032907.pdf" has been sealed by the
Magistrate Judge at  Amex's request, and remains
sealed.

10.	For the record, the US District Judge ruled that
Amex "failed to  establish ... the existence of a
binding oral settlement agreement."  This is in his 24
page decision of May 31 2007, which is publicly
available on PACER (included here as a PDF, Document
51 Filed  06/05/2007) and should be on the website
mentioned in this Proxy and  Shareholder Proposal
statement. In other words, Amex had no right in  April
2007 to stop Mr. Lindner from filing with the SEC nor
from  attending the April 2007 Shareholders' Meeting.

11.	Amex also attempted (but did not succeed) to stop
Mr. Lindner  from speaking at the upcoming Amex April
2010 Shareholder Meeting.  Amex's reasoning was
"American Express CEO, Kenneth Chenault, presides
over the shareholders meetings and ... Mr. Lindner may
... either  directly or indirectly, discuss his claims
against Defendants [Amex]  with Mr. Chenault."

12.	But the SDNY Magistrate Judge ruled "The Court
will not place  restrictions on Mr. Lindner's speech
at a shareholders' meeting.  Counsel can be present
and can adverse her client [Mr. Kenneth  Chenault] at
that time. Any communications with the Board of
Directors  must be in writing and sent through
Defendants' counsel. So Ordered.  3/12/09."

13. 	Interestingly enough, Amex claimed in 2007 that
Amex had an oral  agreement to settle Mr. Lindner's
suit and thus Mr. Lindner had  willingly agreed to
these restrictions. However, two years later in  2010
when there clearly was and is no agreement between
Amex and Mr.  Lindner, Amex again attempted to stop
Mr. Lindner from communicating  with the SEC. This
time, the SDNY Magistrate Judge ruled "The Court has
placed no restrictions on Plaintiff's [Mr. Lindner's]
communications  with the SEC. So Ordered.".(attached
as Document 143 Filed 03/23/2009)  This proxy filing
is written in the spirit of that Magistrate Judge's
order that there are "no restrictions" on
communication with the SEC.

14. It is a tough job to bring a shareholder's
proposal. Mr. Lindner is  single (not married) and has
no children, but if either of these  conditions were
not true (e.g. married with children) then Mr. Lindner
would have been discouraged by his spouse or the needs
of his children  from continuing this (4 years and
counting) battle against a  multinational firm, such
is Amex.  This previous statement is  hypothetical,
but still within the realm of reality.

15. Moreover, Mr. Lindner submitted his 500-word
Shareholder Proposal  prior to Jan 1 2009 (see PDF of
letter to Secretary of the Corporation  Stephen Norman
of December 30 2009) where Mr. Lindner states that he
wishes "to cooperate with the Board in making any
changes to the  proposal that would make it amenable
to them" (cover letter, paragraph  1), yet Amex wrote
the SEC that the vagueness (see page 8 of 37 page
letter of Jan 22 2009) of the 500 word Proposal:

"The Proposal at hand is inherently vague and
indefinite because  it fails to define critical terms
or otherwise provide guidance  as to how it should be
implemented. No definition of "outside  experts" is
provided, for example, and no explanation is given as
to how such experts would be selected. Likewise, the
Proposal  contains no elaboration of the process
whereby "representatives  of Amex's board, management,
employees and shareholders" will be  chosen, nor does
it make clear how the distinction between these
overlapping groups will be drawn."

Mr. Lindner was constrained by Amex's bylaws to 500
words, and Mr.  Lindner noted he would make changes.
For the record, this proxy was previously 5,000 words
long (without attachments).

16. 	Amex also stated to the SEC that this Shareholder
Proposal is a  redress of a personal claim. Actually,
it is comparable to saying the  Civil Rights Act of
1964 gives redress of person's right (e.g. Rosa
Parks) to sit on a bus. The issue is true: Mr. Lindner
was wronged,  however, it was not for a mere violation
of Federal Law, but also for  breach of a written
contract. The case with Mr. Lindner is clear-cut in
that if the Amex participants had written a memo, this
alone would have  solved the matter. It took Mr.
Lindner 3 years to get the handwritten  note DEF00370
from Amex's investigating attorney. (Amex has declined
to  release that document.) If the Code of Conduct can
not solve such a  clear case, then it is likely that a
non-contract case would be harder  to prove. So, Mr.
Lindner decided that it was worth his personal
aggravation and a substantial part of his money to
fight the good  fight, which hopefully would uncover
other Amex people who have been  wronged in the past,
and in the future stop others from having to fight
and possibly lose this same battle (and possibly
losing for lack of  resources: money, psychological
support, ability to write, to use the  PC and fear of
being ostracized).  For the record, the Civil Rights
Act of 1964 was designed to help  African-Americans,
but was changed to help women and whites, too (see
Wikipedia).   Mr. Lindner is white, but that law was
used to help him,  since title VII of the Civil Rights
Act of 1964 says "employee" covers  former employees
also, as ruled by a unanimous 1997 Supreme Court
ruling.   Mr. Lindner notes for the record that  Mr.
Lindner can walk  unassisted, yet slots cut into
sidewalks to allow wheelchairs may yet  one day help
me.  Doing the right thing for a small class of
people,  can sometimes help a much larger class of
people in the future.  Or to  use the more eloquent
phrasing of Cardinal Roger Mahony in 1998  [original
source perhaps Gandhi?]

"Any society, any nation, is judged on the basis of
how it treats  its weakest members -- the last, the
least, the littlest."

17. Amex complained to the Court that Mr. Lindner was
speaking to the  Secretary of the Corporation Stephen
Norman about being on the Board,  and got the
Magistrate Judge to threaten to dismiss Mr. Lindner's
suit  (attached Pacer Document 133 Filed 03/05/2009)
if this happens again.  The Judge refers to an order
of Nov 21 2008 (attached Document 93 Filed
11/21/2008), which bars Mr. Lindner from contacting
Ms. Park's client,  which has now expanded from Qing
Lin and Amex, to any employee of  American Express.

18. Look at all the documentation this proxy
references just to make a  point: that Amex breached a
written agreement, as well as violating a  federal law
(EEOC), and fought against admitting it for several
years  and tens of thousands of dollars, with 30 page
letters and a hundred  court exhibits (yes, there are
more).  This proxy is technical and 27 pages long, and
has approximately ten attachments of varying
complexity  and subtlety.

19. In the interim, Amex and Lindner have / had been
in settlement discussions which Mr. Lindner felt were
improperly conducted against his explicit
instructions, and Mr. Lindner sought to overturn that
out-of-court settlement, and is still trying to do so
by putting the proffered money from Amex in an escrow
account.  Simultaneously, Mr. Lindner has been
fighting to get Amex to revise the Code of Conduct
either through a Shareholder Proposal or via
discussions, which Amex refused (repeatedly) to do.
Given that the signer of the June 2000 Amex-Lindner
Contract was the General Counsel's Office and that
they have known of the violation for almost 5 years
and have not dismissed the person Jason Brown, Esq.
who covered it up (as of this writer's knowledge on
Jan2012), it is clear that Amex would rather fight
than switch.  I suggest as in the Arab spring, it
would be preferable for Amex governance to change its
repressive laws than to stifle dissent.

20.  Conclusion: Thus, the Amex Code ought to be
revised to make it easier for someone to correct an
injustice, rather than expend all this  energy to win
a matter that the Amex employees themselves have
admitted  breaches of the June 2000 Amex-Lindner
contract.


WHY YOU SHOULD ADD LINDNER TO THE BOARD OF DIRECTORS -
NOW PROBABLY MOOT

*Unfortunately, for Mr. Lindner, Amex has won in April
2009 and April 2010  from  keeping Mr. Lindner's proxy
for the Board of Directors and for Mr.  Lindner's
Shareholder Proposal from being seen by the Amex
Shareholders and  even the Amex  employees who own
Amex stock via their retirement plans at  Amex.
However, should the Courts stop Amex from conducting
the voting, Mr.  Lindner possibly may  be allowed to
run this year, which is unlikely.  This  matter was
dealt with in  April 2010 in the SDNY lawsuit Lindner
v American  Express 10cv2267, which would have had an
Order to Show Cause (OSC) and a  Temporary Restraining
Order (TRO) to have Mr. Lindner's Shareholder Proposal
on the proxy, mainly because the  previous year (April
2009) Amex allegedly  violated NY State Law (NY
Judiciary  Law section 487) and SDNY Local Rules in
intending to deceive the Court.

* In Mr. Lindner's opinion, the current Code is
beautiful to look at,  but not worth much in
operational terms. Mr. Lindner believes there is  no
stronger message that can be sent to The Company's
Board and  management this year than dual approval of
a shareholder resolution to  fix the Code and to
install Mr. Lindner to ensure that this task is  done.



WHY YOU SHOULD VOTE FOR THE LINDNER SHAREHOLDER ETHICS
PROPOSAL

* Sometimes transparency in words and deeds can have
unexpected morale  and financial benefits. Your clear
message in this election will  directly assist Mr.
Lindner in convincing the directors that a change  in
the Code is long overdue. Mr. Lindner believes this
will be the  shortest path to the restoration of
shareholder value and the  realization of The
Company's promise of ethical behavior. Amex trusts
its customers to give their word and stand by it, and
billions of  dollars are made on that premise. It
would be hypocrisy at best for  Amex to give its word,
yet not carry it out.

*Mr. Lindner has first hand knowledge of The Company's
technology and  of its operations and its culture. Mr.
Lindner has spent nine years  working at American
Express, Travel Related Services (TRS), and Amex
Bank. Much more detail is on the website:

www.AmexEthics.blogspot.com

(It stands for having an Amex Code of Conduct,
relating to the ethics of its  employees, be
established via an Amex Truth commission - the
shareholder  proposal to investigate whether Amex has
a few or has many incidents of where  the Amex Code of
Conduct has been violated.)


*

WHY THIS DOCUMENT A "PRRN14A' REVISION RATHER THAN A
'PREC14A" INITIAL FILING

This document was originally filed 2009-05-14 and is
only being amended now  in  2010.  That is the subject
of the Amex Court case 10cv2267, which is  described
elsewhere in this document.  Here is the definition of
the form

*

THIS SOLICITATION IS BEING MADE BY MR. LINDNER AND NOT
ON BEHALF OF THE
BOARD

Mr. Lindner is a former Senior Manager of the Company.
He is an  experienced computer programmer, modeler,
database marking specialist -  and is literate.

PLEASE DISREGARD ANY PROXY CARD YOU RECEIVE FROM THE
COMPANY.  MR.  LINDNER ENCOURAGES YOU TO RETURN ONLY
THE ENCLOSED [Tan? COLOR??] PROXY  CARD.
RECOMMENDATIONS IF LINDNER IS ELECTED

If elected, Mr. Lindner plans to make the following
recommendations to  the Board, which Mr. Lindner
believes are in the best interests of the  Company and
its Stockholders:

* Work closely with the various stakeholders at Amex -
the  shareholders, the employees, the customers and
the vendors - to get  reasonable solutions to the
ethical demands in a modern business.  Ethics is the
fancy way of saying doing right when personal gains
may  say to choose a different path. Lies,  pandering,
obfuscation,  hypocrisy - why these are the very
things that the Securities and  Exchange Acts sought
to get rid of in the 1930's, and from those
beginnings, a strong NY Stock Exchange was created, to
the envy of the  world. We can make money and not lose
our morality or ethics. Mr.  Lindner is actually
saying that perhaps we will make more money with
ethical conduct than by not having ethics.

* Thoroughly investigate all instances of ethical
quandaries faced by  Amex over the last fifteen years.
Some people say there is nothing to  be done, but Mr.
Lindner says that others have faced greater problems
than dealing with the ethics of an already pretty good
company. Getting  rid of slavery for one (okay, that
was 150 years ago), resolving death  squads and
apartheid by having Truth Commissions, handling sexual
improprieties in the US Congress, balancing the rights
of poor and  wealthy citizens.

Let us go the extra distance and make American
Express's Code of  Conduct a document to be proud of,
which reflects the honest  aspirations of its best
employees, its worthy management and directors,  and
of course its shareholders who care for these concerns
and more.  Mr. Lindner asks for your vote for Director
in Amex's Board and for the  Shareholder Proposal to
revise the Code of Conduct in the coming year  in an
open and honest fashion, using the best minds of not
just Amex's  constituents, but also of scholars,
academics, business leaders and  politicians.

This will be a Code of Conduct that can work in the
21st century. No  more will the powerful Amex fight
just people who are racist and who do  not pay their
bills, but also chide and penalize those who break the
honest standards set by the Company. This will not be
like Enron, where  Ken Lay allowed a transgression by
a "top performer," thus abandoning  his supposed
ethics. The film "Enron: The Smartest Guys in the Room
[2005]" details how this path led to Enron's ruin, and
that of its  hardworking employees, the community, and
many hapless investors.


LETTER TO KEN CHENAULT ASKING FOR AN EXPLANATION

Please see Exhibit 4 for the full text.

TEXT OF VIDEO, OF LENGTH 40 SECONDS

The video is entitled "Peter Lindner on Amex Ethics
(for iPhone)", has closed
captioning, can be watched on an iPhone or on a
Personal Computere and is
located on the web at:

http://www.youtube.com/watch?v=u1XmxONWPEM


"I was sexually harassed by my supervisor Qing Lin at
American Express. When I complained to HR, Qing
arranged to have me fired. I feel that one way to help
fight discrimination is to have a truth commission  at
American Express where it looks into what people have
done and if they tell  the truth, Amex won't punish
them. I'm fighting for my case, but I'm also fighting
for all the other people at  American Express whoever
have been sexually harassed in the last 15 years or
have been discriminated against.

I'm trying to look out for your interests in my
shareholder proposal.


[Text Screen 1 (at 0:06 - 0:13) : ]
In 2000, American Express paid Peter Lindner a
settlement for sexual harassment.

Now he wants its Code of Conduct enforced for all
employees.

[Text Screen 2 (0:35):]

For more information, please visit:

www.amexethics.blogspot.com

or email

AmexEthics@gmail.com
"




EVEN AFTER YOU HAVE SUBMITTED YOUR PROXY, YOU MAY
CHANGE YOUR VOTE AT
ANY TIME BEFORE THE MEETING BY SENDING A DULY EXECUTED
PROXY WITH A
LATER DATE TO _____________________ AT THE ADDRESS ON
THE BACK COVER.

NOMINEE FOR DIRECTOR GENERAL

 The by-laws of the Company provide that the exact
number of directors  shall be fixed by resolution of
the Board. According to public  information, the Board
currently consists of ten members having one- year
terms.


Peter Lindner

DATE OF TRANSACTION AMOUNT OF COMMON SHARES PURCHASED
(P) / SOLD (S)
1990- 1998 800* (P)
2010 1,621	shares worth $66,477.21 (the entire
amount from 1990-1998) was
transferred from Amex to a different brokerage.

*approximately

PETER LINDNER RECOMMENDS THAT STOCKHOLDERS VOTE IN
FAVOR OF

PETER LINDNER'S Shareholder Proposal (ALSO KNOWN AS
THE ETHICS PROPOSAL)

LISTED BELOW

AND NOT RETURN THE COMPANY'S PROXY CARD TO THE COMPANY
AND NOT VOTE IN
FAVOR OF THE NOMINEES OF THE COMPANY.

QUESTIONS CONCERNING THIS PROXY STATEMENT OR THE
ENCLOSED [COLOR??]
PROXY CARD SHOULD BE DIRECTED TO:
_______________________
________________________,
______________________
CALL 1-212-979-9647 ____________

VOTING Based on public information, the Board has
fixed the close of
business on Febuary __, 2010 as the record date for
the determination  of the Stockholders entitled to
notice of and to vote at the Annual  Meeting. Based
the latest available public information, there were
approximately 1,160 million shares of common stock
outstanding on March  2009. The holders of a majority
of such shares, represented in person  or by proxy,
shall constitute a quorum at the Annual Meeting. A
quorum  is necessary before business may be transacted
at the Annual Meeting  except that, even if a quorum
is not present, the Stockholders present  in person or
by proxy shall have the power to adjourn the meeting
from  time to time until a quorum is present. Each
Stockholder entitled to  vote shall have the right to
one vote for each share of common stock  outstanding
in such Stockholder's name. Directors are to be
elected by  a plurality of the votes cast at the
Annual Meeting. With respect to  any other matter that
may properly be brought before the Annual  Meeting,
the affirmative vote of a majority of the votes cast
by  Stockholders entitled to vote thereon is required
to take action,  unless a greater percentage is
required either by law or by the  Company's
certificate of incorporation or by-laws. In
determining the  number of votes cast with respect to
any voting matter, only those cast  "for" or "withhold
authority" are included. Abstentions will be
considered present and entitled to vote at the Annual
Meeting but will  not be counted as votes cast.
Accordingly, abstentions will have no  effect on the
vote. Similarly, where brokers submit proxies but are
prohibited and thus refrain from exercising
discretionary authority in  voting shares on certain
matters for beneficial owners who have not  provided
voting instructions with respect to such matters
(commonly  referred to as "broker non-votes"), those
shares will be considered  present and entitled to
vote at the Annual Meeting but will not be  counted as
votes cast as to such matters and thus will have no
effect  on the vote. Execution and return of the
enclosed [COLOR??] Proxy Card  will not affect a
Stockholder's right to attend the Annual Meeting and
vote in person. Any Stockholder that executes and
returns a Proxy Card  has the right to revoke it by
giving notice of revocation to the  Secretary of the
Company at any time before the Proxy is voted.

Unless contrary instructions are indicated on the
enclosed [COLOR??]  Proxy Card, all shares of common
stock represented by valid Proxies  received pursuant
to this solicitation (which have not been revoked as
described above) will be voted   (a) in favor of the
Lindner shareholder proposal to revise the Amex Code
of
Conduct and
(b) to vote against a director at the discretion of
the Proxy holder(s),
on such other business as may properly come before the
Annual Meeting,
including any adjournment(s) or postponements(s)
thereof.

 IF YOU WISH TO VOTE FOR PETER LINDNER'S SHAREHOLDER
PROPOSAL, YOU MUST  EXECUTE  AND RETURN THE ENCLOSED
[COLOR??] PROXY CARD AND SHOULD NOT EXECUTE  OR RETURN
THE COMPANY'S PROXY CARD.

 DO NOT RETURN ANY PROXY CARD OTHER THAN THE [COLOR??]
PROXY CARD. IF
YOU RETURN MORE THAN ONE PROXY CARD THERE IS A RISK
THAT YOUR SHARES
WILL NOT BE VOTED AS YOU DESIRE, BECAUSE ONLY THE
LATEST DATED PROXY
CARD YOU SUBMIT COUNTS.

 EVEN AFTER YOU HAVE SUBMITTED YOUR PROXY, YOU MAY
CHANGE YOUR VOTE AT
ANY TIME BEFORE THE MEETING BY SENDING A DULY EXECUTED
PROXY WITH A
LATER DATE TO ______________________ AT THE ADDRESS ON
THE BACK COVER.
IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE
FIRM, BANK OR
NOMINEE ON THE RECORD DATE, ONLY IT CAN VOTE YOUR
SHARES AND ONLY UPON
RECEIPT OF YOUR SPECIFIC INSTRUCTIONS.

PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT
AND GIVE
INSTRUCTIONS FOR YOUR SHARES TO BE VOTED ON THE
[COLOR??] PROXY CARD
FOR PETER LINDNER.

YOUR VOTE AT THIS YEAR'S ANNUAL MEETING IS ESPECIALLY
IMPORTANT.


MR. LINDNER ESTIMATES WITHOUT VERIFICATION FROM AMEX
THAT APPROXIMATELY A  HALF  BILLION DOLLARS WORTH OF
AMEX STOCK IS HELD BY AMEX IN TRUST FOR THEIR
EMPLOYEES, AND MR. LINDNER HAS BEEN UNABLE TO IDENTIFY
IF AMEX'S PROXY IN THE  PERSON OF SECRETARY OF THE
CORPORATION CAROL SCHWARTZ, ESQ. WILL VOTE THOSE
SHARES AGAINST MR. LINDNER'S PROPOSAL WHICH WOULD
OSTENSIBLY BENEFIT THOSE  EMPLOYEES AGAINST
DISCRIMINATION BY AMEX.


PLEASE SIGN AND DATE THE ENCLOSED [COLOR??] PROXY CARD
AND RETURN IT IN
THE ENCLOSED POSTAGE-PAID ENVELOPE PROMPTLY.

INFORMATION CONCERNING PERSONS WHO MAY SOLICIT PROXIES
Under the  applicable regulations of the Securities
and Exchange Commission, Mr.  Lindner is deemed to be
a "participant" in our solicitation of proxies.  The
name, business address and principal occupation of
each of Mr.  Lindner appears earlier in this Proxy
Statement.

Except as described in this Proxy Statement, neither
the Participant  nor any of his respective affiliates
or associates (together, the  "Participant
Affiliates"), (i) directly or indirectly beneficially
owns  any securities of the Company or of any
subsidiary of the Company or  (ii) has had any
relationship with the Company in any capacity other
than as a Stockholder, with the exception of the
lawsuit filed in  Federal Court mentioned in the
Shareholder Proposal. Furthermore,  except as
described in this Proxy Statement, neither the
Participant  nor any Participant Affiliate is a party
to any transaction or series  of transactions since
January 1, 2006, or has knowledge of any  currently
proposed transaction or series of transactions, (i) to
which  the Company or any of its subsidiaries was or
is to be a party, (ii) in  which the amount involved
exceeds $60,000, and (iii) in which the  Participant
or Participant Affiliate had or will have, a direct or
indirect material interest. Except as described in
this Proxy  Statement, neither the Participant nor any
Participant Affiliate has  entered into any agreement
or understanding with any person respecting  any (i)
future employment by the Company or its affiliates or
(ii) any  transactions to which the Company or any of
its affiliates will or may  be a party. Except as
described in this Proxy Statement, there are no
contracts, arrangements or understandings by the
Participant or  Participant Affiliates within the past
year with any person with  respect to any capital
stock of the Company.   COST AND METHOD OF
SOLICITATION    Mr. Lindner will bear the cost of this
solicitation. While no precise  estimate of this cost
can be made at the present time, we currently
estimate that we collectively will spend a total of
approximately  $5,000 for our solicitation of proxies,
including expenditures for  attorneys, solicitors and
advertising, printing, transportation and  related
expenses. As of April 1 2010, we have incurred proxy
solicitation expenses and legal expenses of
approximately $10,000.   We expect to seek
reimbursement from the Company for our expenses in
connection with this solicitation. In addition to
soliciting proxies by  mail, proxies may be solicited
in person or by telephone, telecopy, e- mail or the
Internet. We will also reimburse brokers, fiduciaries,
custodians and other nominees, as well as persons
holding stock for  others who have the right to give
voting instructions, for out-of- pocket expenses
incurred in forwarding this Proxy Statement and
related  materials to, and obtaining instructions or
authorizations relating to  such materials from,
beneficial owners of Company capital stock. We  will
pay for the cost of these solicitations, but these
individuals  will receive no additional compensation
for these solicitation  services. We have retained the
proxy solicitation firm of ADP at  customary fees,
plus reasonable out-of-pocket expenses, to participate
in the solicitation of proxies and revocations, up to
$1,000. We also  have agreed to indemnify
_________________ against certain liabilities  and
expenses.

We estimate that no employees of American Express will
be involved in  the solicitation of proxies on my
behalf, since American Express has  successfully filed
in Federal Court to stop communication between Mr.
Lindner and any employee of American Express, and has
further required  that there be no oral communication
but if there is written  communication, it must be
censored and passed through American  Express's
attorney (the firm of Kelley Drye & Warren LLP).

ADDITIONAL INFORMATION

Certain information regarding common stock held by the
Company's  directors, nominees, management and 5%
stockholders is contained in the  Company's proxy
statement and is incorporated herein by reference.

Information concerning the date by which proposals of
security holders  intended to be presented at the next
annual meeting of stockholders of  the Company must be
received by the Company for inclusion in the
Company's proxy statement and form of proxy for that
meeting is also  contained in the Company's proxy
statement and is incorporated herein  by reference. We
assume no responsibility for the accuracy or
completeness of any information contained herein which
is based on, or  incorporated by reference to, the
Company's proxy statement.

PETER LINDNER

[revised January 25, 2012]

IMPORTANT

PLEASE REVIEW THIS DOCUMENT AND THE ENCLOSED MATERIALS
CAREFULLY. YOUR  VOTE IS VERY IMPORTANT, NO MATTER HOW
MANY OR HOW FEW SHARES OF COMMON  STOCK YOU OWN.

1. If your shares are registered in your own name,
please sign, date
and mail the enclosed [COLOR??] Proxy Card to
_____________________. in  the postage- paid envelope
provided today.   2. If you have previously signed and
returned a proxy card to American  Express., you have
every right to change your vote. Only your latest
dated card will count. You may revoke any proxy card
already sent to  American Express Inc. by signing,
dating and mailing the enclosed  [COLOR??] Proxy Card
in the postage-paid envelope provided.

Any proxy may be revoked at any time prior to the 2010
Annual Meeting  by sending a new proxy card to
________________________ or the  Secretary of American
Express, Inc., or by voting in person at the 2010
Annual Meeting.   Mr. Lindner notes that last year's
(April 2009) Amex  Shareholder meeting recorded a vote
in excess of 900million against Mr.  Lindner's
Shareholder Proposal to about 2,000 or 3,000 votes in
favor.

3. If your shares are held in the name of a brokerage
firm, bank  nominee or Other institution, only it can
sign a [COLOR??] Proxy Card  with respect to your
shares and only after receiving your specific
instructions. Accordingly, please sign, date and mail
the enclosed  [COLOR??] Proxy Card in the postage-
paid envelope provided, and to  ensure that your
shares are voted, you should also contact the person
responsible for your account and give instructions for
a [COLOR??]  Proxy Card to be issued representing your
shares.

4. After signing the enclosed [COLOR??] Proxy Card do
not sign or  return the Company's proxy card unless
you intend to change your vote,  because only your
latest dated proxy card will be counted.

If you have any questions about giving your proxy or
require
assistance, please call Mr. Lindner at

____________________________ 1-212-979-9647

Moreover, the website mentioned above:
www.AmexEthics.blogspot.com

will have additional documents, evidence, transcripts,
etc, subject  only to what Amex can get the Court to
disallow, as Amex has tried in  the past (and
succeeded in April 2007) to stop Mr. Lindner from both
attending and speaking at the Shareholder Meeting
despite Mr. Lindner  owning about $60,000 of Amex
voting shares, and has tried again this  year as late
as March 2009 to stop Mr. Lindner from speaking at the
April 2009 Annual Shareholders Meeting in NYC(details
above and upon  request).

 IN OPPOSITION TO THE BOARD OF DIRECTORS OF AMERICAN
EXPRESS COMPANY  PROXY FOR THE 2010 ANNUAL MEETING OF
STOCKHOLDERS THIS PROXY IS  SOLICITED ON BEHALF OF
PETER LINDNER

The undersigned hereby appoints Peter Lindner as proxy
for the  undersigned with full power of substitution,
to vote all shares of  beneficial interest of American
Express, Inc. (the "Company") which the  undersigned
is entitled to vote at the Company's 2010 Annual
Meeting of  Stockholders, and any postponements or
adjournments thereof, hereby  revoking all prior
proxies, on the matters set forth below as follows:

 PETER LINDNER RECOMMENDS A VOTE FOR SHAREHOLDER
ETHICS PROPOSAL  [perhaps? shareholder proposal number
5]. THIS PROXY WHEN PROPERLY  EXECUTED WILL BE VOTED
IN THE MANNER DIRECTED. IF A CHOICE IS NOT  SPECIFIED,
THE PROXY WILL BE VOTED FOR THE NOMINEE LISTED BELOW.

[X] Please mark your votes with X as in this example.

1. To act upon any other matters that may properly
come before the
meeting.

 PLEASE MARK YOUR VOTES (ON REVERSE SIDE), SIGN, DATE
AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID
ENVELOPE. Please  sign exactly as your name appears on
this Proxy. When shares are held  by joint tenants,
both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give your
full title. If a  corporation, please sign in full
corporate name by President or other  authorized
officer. If a partnership, please sign in partnership
name  by the authorized person. Date: April ________,
2010


______________________________

Signature of Stockholder


_______________________________

Signature of Stockholder

Dates Referenced Herein and Documents Incorporated By
Reference This
PREC14A Filing

This is version 1 for January 25, 2012.

Date January 25, 2012




17