S-3ASR

As filed with the Securities and Exchange Commission on June 18, 2012
	Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

American Express Credit Corporation

(Exact name of registrant as specified in its charter)

Delaware	11-1988350
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
World Financial Center	KATHARINE B. DOUGLAS, President
200 Vesey Street	American Express Credit Corporation
New York, New York 10285	World Financial Center
(866) 572-4944	200 Vesey Street
(Address, including zip code, and telephone	New York, New York 10285
number, including area code, of registrant’s	(866) 572-4944
principal executive offices)	(Name, address, including zip code, and telephone
	number, including area code, of agent for service)
Copies to:

DAVID S. CARROLL, Esq., Counsel	CRAIG B. BROD, Esq.
American Express Credit Corporation	KIMBERLY B. BLACKLOW, Esq.
World Financial Center	Cleary Gottlieb Steen & Hamilton LLP
200 Vesey Street	One Liberty Plaza
New York, New York 10285	New York, New York 10006
(212) 640-5783	(212) 225-2000
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement, as determined in light of market conditions.

          If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. x

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act of 1933, check the following box. x

          If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities pursuant to Rule 413(b) under the Securities Act of 1933, check the following box. o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	o

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE
Title of each class of Securities to be Registered	Amount to be Registered/ Proposed Maximum Offering Price per Unit/ Proposed Maximum Aggregate Offering Price/ Amount of Registration Fee
Debt Securities and Warrants to Purchase Debt Securities	(1) (2)

(1)	An indeterminate aggregate initial offering price and number of the securities of each identified class is being registered and may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities.
(2)	In accordance with Rule 456(b) and 457(r), the Registrant is deferring payment of all of the registration fee. In connection with the securities offered hereby, the Registrant will pay “pay-as you-go registration fees” in accordance with Rule 456(b).

PROSPECTUS

American Express Credit Corporation

Debt Securities
Warrants to Purchase Debt Securities

          American Express Credit Corporation may offer from time to time in one or more series:

• unsecured debt securities; and

• warrants to purchase unsecured debt securities.

          We may offer any combination of these securities at prices and on terms to be determined at or prior to the time of sale.

          We may offer and sell securities to or through underwriters, dealers and agents or directly to purchasers. The names of any underwriters or agents involved in the sale of securities and their compensation will be described in an accompanying prospectus supplement.

          We will provide the specific terms of any offering in supplements to this prospectus. This prospectus may not be used to consummate a sale of these securities unless accompanied by a supplement to this prospectus.

          You should carefully consider the information under “Risk Factors” beginning on page 4 of this prospectus as well as the risk factors contained in other documents incorporated by reference into this prospectus.

          Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is June 18, 2012.

TABLE OF CONTENTS

Prospectus

	Page
About this Prospectus	i
Where You Can Find More Information	ii
Incorporation of Certain Documents by Reference	ii
Forward-Looking Statements	iii
The Company	1
Risk Factors	4
Use of Proceeds	7
Description of Debt Securities	8
Description of Warrants	26
ERISA Considerations	27
Certain U.S. Federal Income Tax Consequences	29
Plan of Distribution	36
Legal Matters	37
Experts	37

ABOUT THIS PROSPECTUS

          This prospectus is part of a registration statement on Form S-3, to which we refer as the registration statement, filed with the Securities and Exchange Commission, to which we refer as the SEC, under the Securities Act of 1933, as amended, to which we refer as the Securities Act, using a shelf registration process. Under this process, we may sell from time to time any combination of the securities described in this prospectus.

          This prospectus describes the general terms of these securities and the general manner in which we will offer the securities. Each time these securities are sold, this prospectus will be accompanied by an applicable prospectus supplement that describes the specific terms of these securities and the specific manner in which they may be offered. You should read the prospectus supplement and this prospectus, along with the documents incorporated by reference and described under the heading “WHERE YOU CAN FIND MORE INFORMATION,” before making your investment decision.

          We have filed or incorporated by reference exhibits to the registration statement of which this prospectus forms a part. You should read the exhibits carefully for provisions that may be important to you.

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WHERE YOU CAN FIND MORE INFORMATION

          We file annual, quarterly and current reports and other information with the SEC. Our SEC filings are available to the public from the SEC’s Website at http://www.sec.gov. You may also read and copy any document we file, including the registration statement, at the SEC’s public reference facilities at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the operation of the public reference room.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The SEC allows us to incorporate by reference the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information that we incorporate by reference is considered to be part of this prospectus.

          Any reports filed by us with the SEC after the date of this prospectus and before the date that the offering of the securities by means of this prospectus is terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any documents previously incorporated by reference have been modified or superseded. We incorporate by reference into this prospectus the following documents filed with the SEC (other than, in each case, documents or information deemed furnished and not filed in accordance with the SEC rules, including pursuant to Item 2.02 or Item 7.01 of Form 8-K, and no such information shall be deemed specifically incorporated by reference hereby or in any accompanying prospectus supplement or applicable pricing supplement):

• Annual Report on Form 10-K for the year ended December 31, 2011.

• Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.

• All documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, on or after the date of this prospectus and before the date that the offering of the securities by means of this prospectus is terminated.

          You may request a copy of these filings at no cost, by writing or telephoning us at the following address or number:

American Express Credit Corporation
World Financial Center
200 Vesey Street
New York, New York 10285
Attention: President
(866) 572-4944

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FORWARD-LOOKING STATEMENTS

          Various statements have been made in this prospectus and the documents incorporated or deemed to be incorporated by reference in this prospectus that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may also be made in our other reports filed with the SEC and in other documents. In addition, from time to time, we, through our management may make oral forward-looking statements. Forward-looking statements are subject to risks and uncertainties, including those identified below, which could cause actual results to differ materially from such statements. The words “believe,” “expect,” “anticipate,” “optimistic,” “intend,” “evaluate,” “plan,” “estimate,” “aim,” “will,” “may,” “should,” “could,” “would,” “likely” and similar expressions are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made.

          Factors that could cause actual results to differ materially from our forward-looking statements include, but are not limited to:

• credit trends, which will depend in part on the economic environment, including, among other things, the housing market and the rates of bankruptcies, which can affect spending on card products and debt payments by individual and corporate customers;

• the effectiveness of our risk management policies and procedures, including our ability to accurately estimate the provisions for losses in our outstanding portfolio of cardmember receivables and loans, and operational risk;

• fluctuations in foreign currency exchange rates;

• negative changes in our credit ratings, which could result in decreased liquidity and higher borrowing costs;

• changes in laws or government regulations affecting American Express Company’s business, including the potential impact of regulations adopted by federal bank regulators relating to certain credit and charge card practices, the impact of the CARD Act, and the impact of the Dodd-Frank Reform Act, which is subject to further extensive rulemaking, the implications of which are not fully known at this time;

• the effect of fluctuating interest rates, which could affect our borrowing costs;

• the impact on American Express Company’s business resulting from continuing geopolitical uncertainty;

• the impact on American Express Company’s business that could result from litigation such as class actions or proceedings brought by governmental and regulatory agencies (including the lawsuit filed against American Express by the U.S. Department of Justice and certain state attorneys general);

• our ability to satisfy our liquidity needs and execute on our funding plans, which will depend on, among other things, our future business growth, the impact of global economic, political and other events on market capacity, our credit ratings, demand for securities offered by us, performance by our counterparties under our bank credit facilities and other lending facilities, and regulatory changes; and

• our results of operations being adversely impacted by various proposals to reform the taxation of income earned by U.S. companies’ international business operations and by other legislative action or inaction, including the potential failure of the United States Congress to renew legislation regarding the active financing exception to Subpart F of the Internal Revenue Code.

          Further information concerning important factors that could cause actual events or results to be materially different from the forward–looking statements can be found in the “Risk Factors” section of this prospectus as well as in the documents that are or will be incorporated by reference into this prospectus. Although we believe the expectations reflected in our forward-looking statements are based upon reasonable assumptions, it is not possible to foresee or identify all factors that could have a material and negative impact on our future performance. The forward-looking statements included or incorporated by reference in this prospectus are made on the basis of management’s assumptions and analyses, as of the time the statements are made, in light of their experience and perception of historical conditions, expected future developments and other factors believed to be appropriate under the circumstances.

          Except as otherwise required by the federal securities laws, we disclaim any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained or incorporated by reference in this prospectus to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

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THE COMPANY

          We were incorporated in Delaware in 1962 and were acquired by American Express Company in December 1965. On January 1, 1983, we became a wholly-owned subsidiary of American Express Travel Related Services Company, Inc., to which we refer as TRS, which is a wholly-owned subsidiary of American Express Company. Both American Express Company and TRS are bank holding companies.

          We are engaged in the business of financing non-interest earning cardmember receivables arising from the use of the American Express® Card, the American Express® Gold Card, Platinum Card®, Corporate Card and other American Express cards issued in the United States, and in certain countries outside the United States. We also finance certain interest-earning and discounted revolving loans generated by cardmember spending on American Express credit cards issued in non-U.S. markets, although interest-earning and revolving loans are primarily funded by other subsidiaries of TRS. In this prospectus we refer collectively to American Express charge cards and American Express credit cards as the Card.

American Express Company Card Business

          American Express Company is a global service company that provides customers with access to products, insights and experiences that enrich lives and build business success. American Express Company’s principal products and services are charge and credit payment card products and travel-related services offered to consumers and businesses around the world.

          American Express Company’s products and services are sold globally to diverse customer groups, including consumers, small businesses, middle-market companies, and large corporations. As a merchant processor, TRS accepts and processes from each participating establishment the charges arising from cardmember purchases. TRS charges a fee, the “merchant discount,” to the merchant that reflects the value that is delivered to the merchant and the investments made in providing that value. Value is delivered to the merchant in a variety of ways, including through higher spending cardmembers relative to users of cards issued on competing card networks, marketing expertise and programs, information services, fraud prevention services, and other investments that enhance the value propositions associated with acceptance of the card. When establishing the merchant discount rate, consideration is also given to a number of other factors, such as industry-specific requirements, estimated charge volume and payment terms.

          The charge card, which is marketed in the United States and many other countries and generally carries no preset spending limit, is primarily designed as a method of payment and not as a means of financing purchases of goods or services. Charges are approved based on a variety of factors, including a cardmember’s current spending patterns, payment history, credit record and financial resources. Charge cards generally require payment by the cardmember of the full amount billed each month, and no finance charges are assessed on the balance. Charge card accounts that are past due are subject, in most cases, to a delinquency assessment and, if not brought to current status, may be cancelled. The no preset spending limit and pay-in-full nature of these products attract high-spending cardmembers. In addition to charge cards, TRS and its subsidiaries and licensees also offer a variety of revolving credit cards marketed in the United States and other countries. These cards have a range of payment terms, grace periods, and rate and fee structures.

          American Express Company’s card businesses are subject to extensive regulation in the United States, as well as in foreign jurisdictions. In the United States, the business is subject to a number of federal laws and regulations relating to the offering of credit and charge cards, disclosures to cardholders, billing and debt collection.

          Certain federal and state privacy-related laws and regulations govern the collection and use of customer information by financial institutions. Federal legislation also regulates abusive debt collection practices. In addition, a number of states, the European Union and many foreign countries in which American Express operates have significant consumer credit protection, disclosure and data protection-related laws (in certain cases more stringent than the laws in the United States). The bankruptcy and debtor relief laws affect us to the extent that such laws result in amounts owed being classified as delinquent and/or charged off as uncollectible. Card issuers and card networks are subject to certain provisions of the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, with regard to maintaining effective anti-money laundering programs.

General Nature of Our Business

          As noted above, we engage in the business of financing the cardmember receivables and loans of our affiliates. The use of a centralized funding source for assets originated by affiliated entities is utilized by other large corporations like American Express Company, providing operational efficiency in the form of a single point of issuance to investors in the capital markets. Because our business operations have the limited scope of providing funding to our card-issuing affiliates, our results remain separate from other sources of volatility and risk inherent in the businesses of American Express Company and our other affiliates, making credit evaluations by investors and rating agencies less complex. Our separation from American Express Company and our other affiliates also allows American Express Company to provide us with financial support with respect to maintenance of our minimum overall 1.25 fixed charge coverage ratio, which is achieved by charging appropriate discount rates on the purchases of receivables we make from,

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and the interest rates on the loans we provide to, TRS and other American Express Company subsidiaries. Each monthly period, the discount and interest rates are determined to generate income for us that is sufficient to maintain our minimum fixed charge coverage ratio.

          Our agreements for the purchase and sale of card receivables (receivables agreements) with our affiliates provide that the parties intend that the transactions thereunder be conducted on an arm’s length basis and that, for example, the price at which receivables are sold to us or our subsidiaries be at fair market value (including consideration of changes in interest rates or significant changes in collectibility). We consider our expenses (such as interest costs, expected credit losses and any applicable service fees) in the calculation of the discount rate at which we offer to purchase receivables as well as the margin we require to maintain our required minimum fixed charge coverage ratio of 1.25. As a result, our level of profitability relative to our assets should not be materially negatively impacted by an increase in either the provisions for losses or the cost of funds. For additional discussion on the fixed charge coverage ratio, refer to our most recent Annual Report on Form 10-K.

          We fund, either directly or indirectly through our consolidated subsidiaries, cardmember receivables and loans of our American Express affiliates primarily in one or more of the following ways:

• purchases, without recourse, of cardmember receivables and loans directly from issuers of Cards;

• purchase participation interests from American Express Receivables Financing Corporation V LLC (RFC V);

• unsecured loans provided to affiliates, primarily American Express Company banking subsidiaries; and

• loans provided to affiliates that are collateralized by the underlying cardmember receivables and loans transferred with recourse.

          Where we purchase cardmember receivables and loans without recourse, amounts resulting from unauthorized charges (for example, those made with a lost or stolen card) are excluded from the definition of receivables and loans under the receivables agreements and are not eligible for purchase by us. If the unauthorized nature of the charge is discovered after we purchase the receivables, the Card issuer repurchases the charge from us.

          We generally purchase non-interest and interest-earning cardmember receivables at face amount less a specified discount, which is determined at the time of purchase based upon the nature of the receivables. The discount rate applicable to purchases of new receivables is negotiated to reflect changes in interest rates and the collectibility of the receivables. We generally purchase new groups of cardmember receivables net of reserve balances applicable to them.

          In conjunction with TRS’ securitization program, through our wholly-owned subsidiary, Credco Receivables Corporation (CRC), we purchase participation interests from RFC V, a wholly-owned subsidiary of TRS which receives an undivided, pro rata interest in cardmember receivables transferred to the American Express Issuance Trust (AEIT) by TRS. TRS and its subsidiaries originate the receivables. AEIT is a special-purpose entity that is consolidated by RFC V.

          Cardmember loans are primarily funded by subsidiaries of TRS other than us, although we purchase certain cardmember loans. These cardmember loans consist of certain interest-bearing and discounted revolving loans generated by cardmember spending on American Express Company credit cards issued in non-U.S. markets.

          As part of our receivables funding activities, we regularly review funding sources and strategies in international markets. We fund cardmember receivables and cardmember loans in Canada primarily through loans to Amex Bank of Canada, the card issuer and a wholly-owned subsidiary of TRS. In Australia and the United Kingdom, we fund cardmember receivables and cardmember loans principally through transfers of receivables with recourse from card issuers, which are wholly-owned subsidiaries of TRS. In Mexico, we fund cardmember receivables by acquiring such receivables with recourse from American Express Company (Mexico) and fund cardmember loans through loans to American Express Bank (Mexico), both of which are wholly-owned subsidiaries of TRS. We record additional loans to affiliates as a result of these local funding strategies.

          TRS and its subsidiaries, as our agents, originate the cardmember receivables and loans and establish credit standards for cardmembers on our behalf. In addition, TRS and its subsidiaries perform accounting, clerical and other services necessary to bill and collect all cardmember receivables and loans that we own. The receivables agreements provide that, without prior written notice to us, the credit standards used to determine whether or not a Card is to be issued to an applicant may not be materially reduced and the policy as to the cancellation of Cards for credit reasons may not be materially liberalized.

          The indenture under which the securities described in this prospectus are to be issued states that we will not engage in any transaction with American Express Company or its affiliates unless the transaction is on a basis not materially less favorable to us than would be the case if we had effected such a transaction with a non-related party.

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          American Express Company, as the parent of TRS, has agreed with us that it will take all necessary steps to assure performance of certain TRS obligations under the receivables agreements between TRS and us. The receivables agreements may be terminated at any time by either the Card issuer or us, generally with little or no notice. Our obligations are not guaranteed under the receivables agreements or otherwise by American Express Company or the Card issuers.

          Our executive offices are located at World Financial Center, 200 Vesey Street, New York, New York 10285 (telephone number: 866-572-4944).

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RISK FACTORS

          The following risk factors may be applicable to certain types of debt securities that may be issued by us. A description of the debt securities is contained below under “Description of Debt Securities” as well as in the accompanying prospectus supplement and applicable pricing supplements. Before making an investing decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus, including the risk factors relating to us filed in periodic or current reports and incorporated herein by reference. Although we discuss key risks in our risk factor descriptions, new risks may emerge in the future, which may prove to be important. Our subsequent filings with the SEC may contain amended and updated discussion of significant risks. We cannot predict future risks or estimate the extent to which they may affect our financial performance.

Changes in Exchange Rates and Exchange Controls Could Result in a Substantial Loss to You

          An investment in debt securities that are denominated in, or the payment of which is determined with reference to, a specified currency other than U.S. dollars entails significant risks that are not associated with a similar investment in a security denominated in U.S. dollars. Similarly, an investment in an indexed debt security, on which all or part of any payment due is based on a currency other than U.S. dollars, has significant risks that are not associated with a similar investment in non-indexed debt securities. Such risks include, without limitation:

• the possibility of significant market changes in rates of exchange between U.S. dollars and the specified currency;

• the possibility of significant changes in rates of exchange between U.S. dollars and the specified currency resulting from official redenomination or revaluation of such specified currency; and

• the possibility of the imposition or modification of foreign exchange controls with respect to the specified currency.

          Such risks generally depend on factors over which we have no control, such as:

• economic events;

• political events; and

• the supply of and demand for the relevant currencies.

          In recent years, rates of exchange between U.S. dollars and certain foreign currencies in which our notes may be denominated, and between these foreign currencies and other foreign currencies, have been highly volatile, and this volatility may continue in the future. Fluctuations in any particular exchange rate that have occurred in the past are not necessarily indicative, however, of fluctuations in the rate that may occur during the term of any debt security. Depreciation against the U.S. dollar of a foreign currency or foreign currency units in which a debt security is denominated would result in a decrease in the effective yield of such debt security below its coupon rate, and in certain circumstances could result in a loss to the investor on a U.S. dollar basis.

          Governments have from time to time imposed, and may in the future impose, exchange controls that could affect exchange rates as well as the availability of a foreign currency for making payments on a debt security denominated in such currency. We can give no assurances that exchange controls will not restrict or prohibit payments of principal, premium or interest in any currency or currency unit. Similarly, in the case of indexed notes and depending on the specific terms of the notes, fluctuations of the relevant underlying currencies could result in no return or in a substantial loss to the investor.

          Even if there are no actual exchange controls, it is possible that on an interest payment date or at maturity for any particular debt security, the foreign currency for such debt security would not be available to us to make payments of interest and principal then due. In that event, we will make such payments in U.S. dollars. You should consult your own financial and legal advisors as to the risks of an investment in notes denominated in a currency other than U.S. dollars. See “—The Unavailability of Currencies Could Result in a Substantial Loss to You” below.

          The information set forth in this prospectus is directed to prospective purchasers of debt securities who are United States residents. We disclaim any responsibility to advise prospective purchasers who are residents of countries other than the United States regarding any matters that may affect the purchase or holding of, or receipt of payments of principal, premium or interest on, debt securities. Such persons should consult their own counsel and advisors with regard to such matters. Pricing supplements relating to debt securities having a specified currency other than U.S. dollars will contain information concerning historical exchange rates for such specified currency, a description of the currency and any exchange controls as of the date of the accompanying prospectus supplement and, if applicable, a pricing supplement affecting such currency.

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The Unavailability of Currencies Could Result in a Substantial Loss to You

          Except as we specify in the accompanying prospectus supplement and applicable pricing supplement, if payment on a debt security is required to be made in a specified currency other than U.S. dollars and such currency is:

• unavailable due to the imposition of exchange controls or other circumstances beyond our control;

• no longer used by the government of the country issuing such currency; or

• no longer used for the settlement of transactions by public institutions of, or within, the international banking community;

then all payments with respect to the debt security shall be made in U.S. dollars until such currency is again available or so used. The amount so payable on any date in such foreign currency shall be converted into U.S. dollars at a rate determined on the basis of the most recently available market exchange rate or as otherwise determined in good faith by us if the foregoing is impracticable. Any payment in respect of such debt security made under such circumstances in U.S. dollars will not constitute an event of default under the indenture under which such debt security will have been issued.

          If the official unit of any component currency is altered by way of combination or subdivision, the number of units of that currency as a component shall be divided or multiplied in the same proportion. If two or more component currencies are consolidated into a single currency, the amounts of those currencies as components shall be replaced by an amount in such single currency equal to the sum of the amounts of the consolidated component currencies expressed in such single currency. If any component currency is divided into two or more currencies, the amount of that original component currency as a component shall be replaced by the amounts of such two or more currencies having an aggregate value on the date of division equal to the amount of the former component currency immediately before such division.

          The debt securities will not provide for any adjustment to any amount payable as a result of:

• any change in the value of the specified currency of those debt securities relative to any other currency due solely to fluctuations in exchange rates; or

• any redenomination of any component currency of any composite currency, unless that composite currency is itself officially redenominated.

          Currently, there are limited facilities in the United States for conversion of U.S. dollars into foreign currencies, and vice versa. In addition, banks do not generally offer non-U.S. dollar-denominated checking or savings account facilities in the United States. Accordingly, payments on debt securities made in a currency other than U.S. dollars will be made from an account at a bank located outside the United States, unless otherwise specified in the accompanying prospectus supplement and applicable pricing supplement.

Judgments in a Foreign Currency Could Result in a Substantial Loss to You

          The debt securities will be governed by and construed in accordance with the laws of the State of New York. Courts in the United States customarily have not rendered judgments for money damages denominated in any currency other than U.S. dollars. A 1987 amendment to the Judiciary Law of New York State provides, however, that an action based on an obligation denominated in a currency other than U.S. dollars will be rendered in the foreign currency of the underlying obligation. If a debt security is denominated in a specified currency other than U.S. dollars, any judgment under New York law will be rendered in the foreign currency of the underlying obligation and converted into U.S. dollars at a rate of exchange prevailing on the date of entry of the judgment or decree.

Changes in the Value of Underlying Assets of Indexed Debt Securities Could Result in a Substantial Loss to You

          An investment in indexed debt securities may have significant risks that are not associated with a similar investment in a debt instrument that:

• has a fixed principal amount;

• is denominated in U.S. dollars; and

• bears interest at either a fixed rate or a floating rate based on nationally or internationally published interest rate references.

          The risks of a particular indexed debt security will depend on the terms of that indexed debt security. Such risks may include, but are not limited to, the possibility of significant changes in the prices of:

• the underlying assets;

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• another objective price; and

• economic or other measures making up the relevant index.

          Underlying assets could include:

• currencies;

• commodities;

• securities (individual or baskets); and

• indices.

          The risks associated with a particular indexed debt security generally depend on factors over which we have no control and which cannot readily be foreseen. These risks include:

• economic events;

• political events; and

• the supply of, and demand for, the underlying assets.

          In recent years, currency exchange rates and prices for various underlying assets have been highly volatile. Such volatility may continue in the future. Fluctuations in rates or prices that have occurred in the past are not necessarily indicative, however, of fluctuations that may occur during the term of any indexed debt security.

          In considering whether to purchase indexed debt securities, you should be aware that the calculation of amounts payable on indexed debt securities may involve reference to prices that are published solely by third parties or entities that are not regulated by the laws of the United States.

          The risk of loss as a result of linking of principal or interest payments on indexed debt securities to an index and to the underlying assets can be substantial. You should consult your own financial and legal advisors as to the risks of an investment in indexed debt securities.

          The Return on Indexed Notes May Be Below the Return on Similar Standard Debt Securities

          Depending on the terms of an indexed note, as specified in the applicable pricing supplement, you may not receive any interest payments or receive only very low interest payments on such indexed note. Similarly, depending on the terms of an indexed note, you may receive at maturity a principal payment that is equal to, less than, or only marginally greater than your initial investment in the notes. As a result, the overall return on such indexed note may be less than the amount you would have earned by investing in a standard debt security that bears interest at a prevailing market fixed or floating rate.

          An Indexed Note May Be Linked to Volatile Underlying Assets, Which May Adversely Affect Your Investment

          Some underlying assets are highly volatile, which means that their value may increase or decrease significantly over a short period of time. It is impossible to predict the future performance of underlying assets based on historical performance. The amount of principal or interest that can be expected to become payable on an indexed note may vary substantially from time to time. Because the amounts payable with respect to an indexed note are generally calculated based on the price, value or level of the relevant underlying assets on a specified date or over a limited period of time, volatility in the underlying assets increases the risk that the return on the indexed note may be adversely affected by a fluctuation in the level of the relevant underlying assets.

          The volatility of underlying assets may be affected by financial, political, military or economic events, including governmental actions, or by the activities of participants in the relevant markets. Any of these events or activities could adversely affect the value of an indexed note.

          If You Purchase an Indexed Note, You Will Have No Rights with Respect to any Underlying Assets to which Such Indexed Note is Linked

          Investing in an indexed note will not make you a holder of any of the underlying assets or any of their components. As a result, you will not have any voting rights, any right to receive dividends or other distributions or any other rights with respect to any of the underlying assets or any of their components.

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USE OF PROCEEDS

          Unless otherwise indicated in the prospectus supplement or pricing supplement accompanying this prospectus, we will add the net proceeds from the sale of the securities to our general funds, which we will use for financing our operations, including the purchase of receivables, the repayment of short-term senior debt incurred primarily to finance the purchase of receivables and for investment in short-term and medium-term financial assets.

          We expect to incur additional debt in the future to carry on our business. The nature and amount of our short-term, medium-term and long-term debt and the proportionate amount of each can be expected to fluctuate as a result of market conditions and other factors.

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DESCRIPTION OF DEBT SECURITIES

          We will issue the notes under an indenture, dated as of June 9, 2006, between us and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee. The indenture permits us to appoint a different trustee for each series of debt securities. If there is at any time more than one trustee under the indenture, the term trustee means each trustee and will apply to each trustee only with respect to those series of debt securities for which it is serving as trustee. When we refer to the indenture in this prospectus, we mean the indenture as it has been supplemented.

          This prospectus briefly outlines the provisions of the indenture. The indenture has been filed with the SEC as an exhibit to the registration statement, of which this prospectus forms a part. You should read the indenture for provisions that may be important to you. In the summary below, we have included references to section numbers of the indenture so that you can easily locate these provisions.

          In this prospectus and any accompanying prospectus supplement or an applicable pricing supplement, unless otherwise specified or the context otherwise requires, references to “dollars,” “$” and “U.S.$” are to United States dollars.

Issuances in Series

          We may issue the debt securities from time to time in one or more series with the same or different terms. We may not issue all debt securities of the same series at the same time. All debt securities of the same series need not bear interest at the same rate or mature on the same date. We will offer the debt securities to the public on terms determined by market conditions at the time of sale.

          The indenture does not limit the amount of debt we may issue. We may sell the debt securities at a substantial discount below their stated principal amount, bearing no interest or interest at a rate that at the time of issuance is below market rates. See “Certain U.S. Federal Income Tax Consequences” below. The debt securities covered by this prospectus will be our direct unsecured obligations and will not be secured by any of our property or assets. The debt securities will be senior debt securities that rank on an equal basis with all our other senior unsecured and unsubordinated debt.

          Unless otherwise specified for debt securities denominated in a currency other than U.S. dollars or as otherwise specified in an accompanying prospectus supplement or an applicable pricing supplement, we will issue debt securities only in fully registered form in denominations of $1,000 and integral multiples thereof in excess of that amount. The debt securities will be denominated in U.S. dollars and payments of principal of and premium, if any, and interest on the debt securities will be made in U.S. dollars unless we provide otherwise in an accompanying prospectus supplement or an applicable pricing supplement. If any of the debt securities are to be denominated in a foreign currency or currency unit, or if the principal of and premium, if any, and any interest on any of the debt securities is to be payable at your option or at our option in a currency, including a currency unit, other than that in which such debt securities are denominated, we will provide additional information pertaining to such debt securities in an accompanying prospectus supplement or an applicable pricing supplement.

          The prospectus supplement or a pricing supplement, if any, relating to any series of debt securities being offered will contain the specific terms relating to the offering. These terms will include some or all of the following (to the extent not otherwise described in this prospectus):

• the designation, aggregate principal amount and authorized denominations of the debt securities;

• the percentage of the principal amount at which we will sell the debt securities and whether the debt securities will be “original issue discount” securities for U.S. federal income tax purposes;

• the maturity date or the method for determining the maturity date;

• the terms for exchange, if any, of the debt securities;

• the interest rate or rates, if any, or the method for computing such rate or rates;

• the interest payment dates or the method for determining such dates;

• if other than U.S. dollars, the currency or currencies in which debt securities may be denominated and purchased and the currency or currencies (including composite currencies) in which principal, premium, if any, and any interest may be payable;

• if the currency for which debt securities may be purchased or in which principal, premium, if any, and any interest may be payable is at the election of us or the purchaser, the manner in which such an election may be made and the terms of such election;

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• if other than denominations of $1,000 and integral multiples thereof in excess of that amount, the denominations in which the debt securities shall be issuable;

• if other than cash, the type and amount of securities or other property, or the method by which such amount shall be determined, in which principal, premium, if any, and any interest may be payable at the election of us or the purchaser;

• any mandatory or optional sinking fund, redemption or other similar terms;

• any index or other method used to determine the amount of principal, premium, if any, and interest, if any, on the debt securities;

• whether the debt securities are to be issued as individual certificates to each holder or in the form of global certificates held by a depositary on behalf of holders;

• information describing any book-entry features;

• if a trustee other than The Bank of New York Mellon is named for the debt securities, the name of such trustee;

• any material federal income tax consequences;

• any material provisions of the indenture that do not apply to the debt securities; and

• any other specific terms of the debt securities.

          Interest and Interest Rates

          Each debt security will bear interest from its date of issue or from the most recent date to which interest on that series of debt securities has been paid or duly provided for at the annual rate, or at a rate determined according to an interest rate formula, stated in the debt security and in an accompanying prospectus supplement or an applicable pricing supplement, until the principal of the debt security is paid or made available for payment. We will pay interest, if any, on each interest payment date and at maturity or upon redemption or repayment, if any. Interest payment date means the date on which payments of interest on a debt security (other than payments on maturity) are to be made. Maturity means the date on which the principal of a debt security becomes due and payable, whether at the stated maturity or by declaration of acceleration or otherwise. Stated maturity means the date specified in a debt security as the date on which principal of the debt security is due and payable. Any debt security that has a specified currency of pounds sterling will mature in compliance with the regulations the Bank of England may promulgate from time to time.

          We will pay interest to the person in whose name a debt security is registered at the close of business on the regular record date next preceding the applicable interest payment date. Regular record date means the date on which a debt security must be held in order for the holder to receive an interest payment on the next interest payment date. However, we will pay interest at maturity or upon redemption or repayment to the person to whom we pay the principal. The first payment of interest on any debt security originally issued between a regular record date and an interest payment date will be made on the interest payment date following the next succeeding regular record date to the registered owner on such next regular record date.

          Unless we specify otherwise in an accompanying prospectus supplement or an applicable pricing supplement, the interest payment dates and the regular record dates for fixed rate debt securities shall be described below under “Fixed Rate Debt Securities.” The interest payment dates for floating rate debt securities shall be as indicated in an accompanying prospectus supplement or an applicable pricing supplement, and unless we specify otherwise in an accompanying prospectus supplement or an applicable pricing supplement, each regular record date for a floating rate debt security will be the fifteenth day (whether or not a business day) next preceding each interest payment date.

          Each debt security will bear interest either at a fixed rate or a floating rate determined by reference to an interest rate formula that may be adjusted by a spread or spread multiplier, if any. Spread means the number of basis points, if any, to be added or subtracted to the Commercial Paper Rate, the Federal Funds Rate, the CD Rate, LIBOR, EURIBOR, the Prime Rate, the Treasury Rate or any other interest rate index in effect from time to time with respect to a debt security, which amount will be set forth in such debt security and the related accompanying prospectus supplement or an applicable pricing supplement. Spread multiplier means the percentage by which the Commercial Paper Rate, the Federal Funds Rate, the CD Rate, LIBOR, EURIBOR, the Prime Rate, the Treasury Rate or any other interest rate index in effect from time to time with respect to a debt security is to be multiplied, which amount will be set forth in such debt security and the related accompanying prospectus supplement or an applicable pricing supplement. Any floating rate debt security may also have either or both of the following: (1) a maximum numerical interest rate limitation, or ceiling, on the rate of interest that may accrue during any interest period; and (2) a minimum numerical interest rate limitation, or floor, on the rate of interest that may accrue during any interest period.

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          The accompanying prospectus supplement or an applicable pricing supplement will designate one of the following interest rate bases as applicable to each debt security:

• a fixed rate per year, in which case the debt security will be a fixed rate debt security;

• the Commercial Paper Rate, in which case the debt security will be a Commercial Paper Rate debt security;

• the Federal Funds Rate, in which case the debt security will be a Federal Funds Rate debt security;

• the CD Rate, in which case the debt security will be a CD Rate debt security;

• LIBOR, in which case the debt security will be a LIBOR debt security;

• EURIBOR, in which case the debt security will be a EURIBOR debt security;

• the Prime Rate, in which case the debt security will be a Prime Rate debt security;

• the Treasury Rate, in which case the debt security will be a Treasury Rate debt security; or

• such other interest rate formula as is set forth in an accompanying prospectus supplement or an applicable pricing supplement.

          We will specify in the accompanying prospectus supplement or an applicable pricing supplement for each floating rate debt security the applicable index maturity for the debt security. Index maturity means the period of time designated by us as the representative maturity of the instrument or obligation with respect to which the interest rate basis or bases will be calculated as set forth in a floating rate debt security bearing interest at one of those rates and in the accompanying prospectus supplement or the applicable pricing supplement.

          Fixed Rate Debt Securities

          Each fixed rate debt security will bear interest from its date of issue at the annual rate stated on the debt security. Unless we indicate otherwise in an accompanying prospectus supplement or an applicable pricing supplement, the interest payment dates for the fixed rate debt securities will be on February 1 and August 1 of each year and the regular record dates will be on January 15 and July 15 of each year. Unless we specify otherwise in an accompanying prospectus supplement or an applicable pricing supplement, interest on fixed rate debt securities will be computed and paid on the basis of a 360-day year of twelve 30-day months.

          Floating Rate Debt Securities

          The interest rate on each floating rate debt security will be equal to either (1) the interest rate calculated by reference to the specified interest rate formula (as specified in an accompanying prospectus supplement or an applicable pricing supplement) plus or minus the spread, if any, or (2) the interest rate calculated by reference to the specified interest rate formula multiplied by the spread multiplier, if any. We will specify in an accompanying prospectus supplement or an applicable pricing supplement the interest rate basis and the spread or spread multiplier, if any, and the maximum or minimum interest rate limitation, if any, applicable to each floating rate debt security. In addition, such accompanying prospectus supplement or applicable pricing supplement may contain particulars as to the calculation agent, calculation dates, index maturity, initial interest rate, interest determination dates, interest payment dates, regular record dates and interest reset dates with respect to such debt security.

          Except as provided below, interest on floating rate debt securities will be payable on the maturity date and:

• in the case of floating rate debt securities with a daily, weekly or monthly interest reset date (as defined below), on the third Wednesday of each month or on the third Wednesday of March, June, September and December as specified in an accompanying prospectus supplement or an applicable pricing supplement;

• in the case of floating rate debt securities with a quarterly interest reset date, on the third Wednesday of March, June, September and December of each year as specified in an accompanying prospectus supplement or an applicable pricing supplement;

• in the case of floating rate debt securities with a semi-annual interest reset date, on the third Wednesday of two months of each year, as specified in an accompanying prospectus supplement or an applicable pricing supplement; and

• in the case of floating rate debt securities with an annual interest reset date, on the third Wednesday of one month of each year, as specified in an accompanying prospectus supplement or an applicable pricing supplement.

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          If any interest payment date for any floating rate debt security would otherwise be a day that is not a business day for that floating rate debt security, the interest payment date for that floating rate debt security shall be postponed to the next day that is a business day for that floating rate debt security, except that in the case of a LIBOR debt security or a EURIBOR debt security, if such day falls in the next calendar month, the interest payment date shall be the immediately preceding day that is a business day. If the maturity date of a floating rate debt security falls on a day that is not a business day, the payment of principal, premium, if any, and interest, if any, will be made on the next succeeding business day, and we will not pay any additional interest for the period from and after the maturity date.

          As used in this prospectus, business day means:

• with respect to any payment, each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in the Borough of Manhattan, New York City are authorized or required by law or executive order to close;

• when used for any other purpose, each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in the Borough of Manhattan, New York City, or in the city in which the corporate trust office of the trustee is located, are authorized or required by law or executive order to close;

• for debt securities, the interest rate of which is based on LIBOR only, such day shall also be a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market (a “London business day”);

• for debt securities, the interest rate of which is based on EURIBOR only, such day shall be any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer system, or TARGET, is open; and

• for debt securities having a specified currency other than U.S. dollars only, any day that, in the capital city of the country issuing the specified currency, except for Australian dollars or Canadian dollars, which will be based on the cities of Sydney or Toronto, respectively, is not a day on which banking institutions are authorized or obligated to close, or for euros, which will be any day which is not a day on which TARGET is closed.

          The rate of interest on each floating rate debt security will be reset on the interest reset date that will be weekly, monthly, quarterly, semi-annually or annually, as we specify in an accompanying prospectus supplement or an applicable pricing supplement. The interest reset date will be:

• in the case of floating rate debt securities (other than Treasury Rate debt securities) that reset weekly, the Wednesday of each week;

• in the case of Treasury Rate debt securities that reset weekly, the Tuesday of each week;

• in the case of floating rate debt securities that reset monthly, the third Wednesday of each month;

• in the case of floating rate debt securities that reset quarterly, the third Wednesday of March, June, September and December;

• in the case of floating rate debt securities that reset semi-annually, the third Wednesday of two months of each year, as specified in an accompanying prospectus supplement or an applicable pricing supplement, and in the case of floating rate debt securities that reset annually, the third Wednesday of one month of each year, as specified in an accompanying prospectus supplement or an applicable pricing supplement;

          However, in each case the interest rate in effect from the date of issue to the first interest reset date with respect to a floating rate debt security will be the initial interest rate set forth in an accompanying prospectus supplement or an applicable pricing supplement. If any interest reset date for any floating rate debt security would otherwise be a day that is not a business day for that floating rate debt security, the interest reset date for that floating rate debt security shall be postponed to the next day that is a business day for that floating rate debt security, except that in the case of a LIBOR debt security or a EURIBOR debt security, if such business day is in the next succeeding calendar month, the interest reset date shall be the immediately preceding business day.

          The interest rate applicable to each interest accrual period beginning on an interest reset date will be the rate determined on the calculation date, if any, by reference to the interest determination date. Calculation date means the date, if any, on which the calculation agent (as defined below) is to calculate an interest rate for a floating rate debt security.

          Unless otherwise specified in the accompanying prospectus supplement or applicable pricing supplement, the calculation date, where applicable, pertaining to any interest determination date will be the earlier of (a) the tenth calendar day after that interest determination date or, if such day is not a business day, the next succeeding business day or (b) the business day preceding the applicable interest payment date or maturity date, as the case may be. Calculation agent means the agent we appoint to calculate

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interest rates on floating rate debt securities. The calculation agent will be The Bank of New York Mellon unless we specify otherwise in an accompanying prospectus supplement or an applicable pricing supplement.

          The interest determination date pertaining to an interest reset date will be:

• the second business day preceding such interest reset date for (1) a Commercial Paper Rate debt security, (2) a Federal Funds Rate debt security, (3) a CD Rate debt security or (4) a Prime Rate debt security;

• the second business day preceding such interest reset date for a LIBOR debt security or a EURIBOR debt security; or

• the day of the week in which such interest reset date falls on which Treasury bills would normally be auctioned for a Treasury Rate debt security.

          Treasury bills are usually sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is usually held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is held on the preceding Friday, such Friday will be the interest determination date for the Treasury Rate debt security pertaining to the interest reset date occurring in the next succeeding week. If an auction date shall fall on any interest reset date for a Treasury Rate debt security, then such interest reset date shall instead be the first business day immediately following such auction date. Unless otherwise specified in the accompanying prospectus supplement or applicable pricing supplement, the interest determination date pertaining to a floating rate note, the interest rate of which is determined with reference to two or more interest rate bases, will be the latest business day which is at least two business days prior to each interest reset date for such floating rate note. Each interest rate basis will be determined and compared on such date, and the applicable interest rate will take effect on the related interest reset date, as specified in the accompanying prospectus supplement or applicable pricing supplement.

          Unless we specify otherwise in an accompanying prospectus supplement or an applicable pricing supplement, the interest payable on each interest payment date or at maturity for floating rate debt securities will be the amount of interest accrued from and including the issue date or from and including the last interest payment date to which interest has been paid, as the case may be, to, but excluding, such interest payment date or the date of maturity, as the case may be.

          Accrued interest from the date of issue or from the last date to which interest has been paid is calculated by multiplying the face amount of a debt security by an accrued interest factor. This accrued interest factor is computed by adding the interest factors calculated for each day from and including the later of (a) the date of issue and (b) the last day to which interest has been paid or duly provided for to but excluding the last date for which accrued interest is being calculated. The interest factor (expressed as a decimal rounded to the nearest one hundred-thousandth of a percentage point (e.g., 9.876544% and 9.876545% being rounded to 9.87654% and 9.87655%, respectively)) for each such day is computed by dividing the interest rate (expressed as a decimal rounded to the nearest one hundred-thousandth of a percentage point) applicable to such date by 360, in the case of Commercial Paper Rate debt securities, Federal Funds Rate debt securities, CD Rate debt securities, LIBOR debt securities, EURIBOR debt securities and Prime Rate debt securities, or by the actual number of days in the year, in the case of Treasury Rate debt securities. All dollar amounts used in or resulting from calculations on floating rate debt securities will be rounded to the nearest cent with one half cent being rounded upward.

          The calculation agent will, upon the request of the holder of any floating rate debt security, provide the interest rate then in effect and, if determined, the interest rate that will become effective as a result of a determination made on the most recent interest determination date with respect to such debt security. For purposes of calculating the rate of interest payable on floating rate debt securities, we will enter into an agreement with the calculation agent.

          In addition to any maximum interest rate that may be applicable to any floating rate debt security, the interest rate on the floating rate debt securities will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. Under present New York law, the maximum rate of interest, with few exceptions, is 25% per year (calculated on a simple interest basis). This limit only applies to obligations that are less than $2,500,000.

          Commercial Paper Rate Debt Securities

          A Commercial Paper Rate debt security will bear interest at an interest rate calculated with reference to the Commercial Paper Rate and the spread or spread multiplier, if any, we specify in the Commercial Paper Rate debt security and in an accompanying prospectus supplement or an applicable pricing supplement.

          Unless we indicate otherwise in an accompanying prospectus supplement or an applicable pricing supplement, Commercial Paper Rate for any interest determination date will be the money market yield (calculated as described below) of the rate on that date for commercial paper having the index maturity designated in an accompanying prospectus supplement or an applicable pricing supplement as such rate is published by the Board of Governors of the Federal Reserve System in “Statistical Release H.15(519),

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Selected Interest Rates” or any successor publication of the Board of Governors of the Federal Reserve System, to which we refer as “H.15(519),” under the heading “Commercial Paper—Nonfinancial.”

          The following procedures will be followed if the Commercial Paper Rate cannot be determined as described above:

• In the event that such rate is not published prior to 3:00 p.m., New York City time, on the applicable calculation date, then the Commercial Paper Rate shall be the money market yield of the rate on such date for commercial paper having the index maturity designated in an accompanying prospectus supplement or an applicable pricing supplement as published in the daily update of H.15(519), available through the worldwide website of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/ H15/update, or any successor site or publication, to which we refer as “H.15 Daily Update,” under the heading “Commercial Paper—Nonfinancial” (with an index maturity of one month or three months being deemed to be equivalent to an index maturity of 30 days or 90 days, respectively).

• If by 3:00 p.m., New York City time, on such calculation date such rate is not yet published in H.15(519) or H.15 Daily Update, then the Commercial Paper Rate for such interest determination date shall be calculated by the calculation agent and shall be the money market yield of the arithmetic mean (each as rounded to the nearest one hundred-thousandth of a percentage point) of the offered rates of three leading dealers of commercial paper in New York City selected by the calculation agent, after consultation with us, as of 11:00 a.m., New York City time, on such date, for commercial paper having the index maturity designated in an accompanying prospectus supplement or an applicable pricing supplement placed for a non-financial issuer whose bond rating is “AA,” or the equivalent, from a nationally recognized securities rating agency.

• If the dealers selected by the calculation agent are not quoting as mentioned in the previous sentence, the Commercial Paper Rate with respect to such interest determination date will be the same as the Commercial Paper Rate for the immediately preceding interest reset period (or, if there was no preceding interest reset period, the rate of interest will be the initial interest rate).

          Money market yield will be a yield (expressed as a percentage rounded to the nearest one hundred-thousandth of a percentage point) calculated in accordance with the following formula:

Money Market Yield =	D × 360	×  100
	360 – (D × M)

where “D” refers to the annual rate for the commercial paper quoted on a bank discount basis and expressed as a decimal, and “M” refers to the actual number of days in the interest period for which interest is being calculated.

          Federal Funds Rate Debt Securities

          A Federal Funds Rate debt security will bear interest at an interest rate calculated with reference to the Federal Funds Rate and the spread or spread multiplier, if any, that we specify in the Federal Funds Rate debt security and in an accompanying prospectus supplement or an applicable pricing supplement.

          Unless we indicate otherwise in an accompanying prospectus supplement or an applicable pricing supplement, Federal Funds Rate for any interest determination date will be the rate on that date for federal funds as published in H.15(519) under the heading “Federal Funds (Effective),” as such rate is displayed on Reuters 3000 Xtra Service (“Reuters”) (or any successor service) on page FEDFUNDS1 (or any page which may replace such page).

          The following procedures will be followed if the Federal Funds Rate cannot be determined as described above:

• If that rate is not published by 3:00 p.m., New York City time, on the applicable calculation date, the Federal Funds Rate will be the rate on such interest determination date as published in H.15 Daily Update under the heading “Federal Funds (Effective).”

• If such rate is not published in either H.15(519) or H.15 Daily Update by 3:00 p.m., New York City time, on the applicable calculation date, then the Federal Funds Rate for such interest determination date will be calculated by the calculation agent and will be the arithmetic mean (rounded to the nearest one hundred-thousandth of a percentage point) of the rates as of 9:00 a.m., New York City time, on such date for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of federal funds transactions in New York City selected by the calculation agent, after consultation with us.

• If the brokers selected by the calculation agent are not quoting as mentioned in the previous sentence, the Federal Funds Rate with respect to such interest determination date will be the same as the Federal Funds Rate for the

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immediately preceding interest reset period (or, if there was no preceding interest reset period, the rate of interest will be the initial interest rate).

          CD Rate Debt Securities

          A CD Rate Note will bear interest at an interest rate calculated with reference to the CD Rate and the spread or spread multiplier, if any, that we specify in the CD Rate debt security and in an accompanying prospectus supplement or an applicable pricing supplement.

          Unless we indicate otherwise in an accompanying prospectus supplement or an applicable pricing supplement, the CD Rate for any interest determination date will be the rate on that date for negotiable certificates of deposit having the index maturity designated in an accompanying prospectus supplement or an applicable pricing supplement as published in H.15(519) under the heading “CDs (Secondary Market).”

          The following procedures will be followed if the CD Rate cannot be determined as described above:

• If that rate is not published by 3:00 p.m., New York City time, on the applicable calculation date, the CD Rate will be the rate on such interest determination date for negotiable certificates of deposit of the index maturity designated in an accompanying prospectus supplement or an applicable pricing supplement as published in H.15 Daily Update under the heading “CDs (Secondary Market).”

• If such rate is not published in either H.15(519) or H.15 Daily Update by 3:00 p.m., New York City time, on such calculation date, then the CD Rate on such interest determination date will be calculated by the calculation agent and will be the arithmetic mean (each as rounded to the nearest one hundred-thousandth of a percentage point) of the secondary market offered rates as of 10:00 a.m., New York City time, on such date, of three leading nonbank dealers in negotiable U.S. dollar certificates of deposit in New York City selected by the calculation agent, after consultation with us, for negotiable certificates of deposit of major United States money market banks (in the market for negotiable certificates of deposit) with a remaining maturity closest to the index maturity designated in an accompanying prospectus supplement or an applicable pricing supplement in an amount that is representative for a single transaction in that market at that time.

• If the dealers selected by the calculation agent are not quoting as mentioned in the previous sentence, the CD Rate with respect to such interest determination date will be the same as the CD Rate for the immediately preceding interest reset period (or, if there was no preceding interest reset period, the rate of interest will be the initial interest rate).

          LIBOR Debt Securities

          A LIBOR debt security will bear interest at an interest rate calculated with reference to LIBOR and the spread or spread multiplier, if any, that we specify in the LIBOR debt security and in an accompanying prospectus supplement or an applicable pricing supplement.

          Unless we indicate otherwise in an accompanying prospectus supplement or an applicable pricing supplement, LIBOR will be determined by the calculation agent in accordance with the following provisions in the order set forth below:

• On each interest determination date, LIBOR will be determined on the basis of the offered rate for deposits in the London interbank market in the index currency (as defined below) having the index maturity designated in an accompanying prospectus supplement or an applicable pricing supplement commencing on the second business day immediately following such interest determination date that appears on the Designated LIBOR Page (as defined below) or a successor reporter of such rates selected by the calculation agent and acceptable to us, as of 11:00 a.m., London time, on such interest determination date. If no rate appears on the Designated LIBOR Page, LIBOR in respect of such interest determination date will be determined as if the parties had specified the rate described in the following paragraph.

• With respect to an interest determination date relating to a LIBOR debt security to which the last sentence of the previous paragraph applies, the calculation agent will request the principal London offices of each of four major reference banks (which may include any underwriters, agents or their affiliates) in the London interbank market selected by the calculation agent after consultation with us to provide the calculation agent with its offered quotation for deposits in the index currency for the period of the index maturity designated in the accompanying prospectus supplement or applicable pricing supplement commencing on the second London business day immediately following such interest determination date to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such interest determination date and in a principal amount that is at least U.S.$1,000,000 or the approximate equivalent in such index currency that is representative for a single

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transaction in such market at such time. If at least two such quotations are provided, LIBOR determined on such interest determination date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR determined on such interest determination date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m. (or such other time specified in the accompanying prospectus supplement or applicable pricing supplement), in the principal financial center of the country of the specified index currency, on that interest determination date for loans made in the index currency to leading European banks having the index maturity designated in the accompanying prospectus supplement or applicable pricing supplement commencing on the second London business day immediately following such interest determination date and in a principal amount that is at least U.S.$1,000,000 or the approximate equivalent in such index currency that is representative for a single transaction in such market at such time by three major reference banks (which may include any underwriters, agents or their affiliates) in such principal financial center selected by the calculation agent after consultation with us; provided, however, that if fewer than three reference banks so selected by the calculation agent are quoting such rates as mentioned in this sentence, LIBOR with respect to such interest determination date will be the same as LIBOR in effect for the immediately preceding interest reset period (or, if there was no preceding interest reset period, the rate of interest will be the initial interest rate).

          “Index currency” means the currency (including currency units and composite currencies) specified in the accompanying prospectus supplement or applicable pricing supplement as the currency with respect to which LIBOR will be calculated. If no currency is specified in the accompanying prospectus supplement or applicable pricing supplement, the index currency will be U.S. dollars.

          “Designated LIBOR Page” means the display on page LIBOR01 (or any other page specified in the accompanying prospectus supplement or applicable pricing supplement) of Reuters (or any successor service) for the purpose of displaying the London interbank offered rates of major banks for the applicable index currency (or such other page as may replace that page on that service for the purpose of displaying such rates).

          EURIBOR Debt Securities

          Each EURIBOR debt security will bear interest for each interest reset period at an interest rate equal to EURIBOR and any spread or spread multiplier as specified in the debt security and an accompanying prospectus supplement or an applicable pricing supplement.

          The calculation agent will determine EURIBOR on each EURIBOR determination date. The EURIBOR determination date is the second business day prior to the interest reset date for each interest reset period.

          On a EURIBOR determination date, the calculation agent will determine EURIBOR for each interest reset period as follows.

          The calculation agent will determine the offered rates for deposits in euros for the period of the index maturity specified in an accompanying prospectus supplement or an applicable pricing supplement, commencing on the interest reset date, which appears on page EURIBOR01 on Reuters or any successor service as of 11:00 a.m., Brussels time, on that interest determination date.

          If EURIBOR cannot be determined on a EURIBOR determination date as described above, then the calculation agent will determine EURIBOR as follows:

•	The calculation agent for the EURIBOR debt security will select four major banks in the euro-zone interbank market after consultation with us.
•	The calculation agent will request that the principal euro-zone offices of those four selected banks provide their offered quotations to prime banks in the euro-zone interbank market at approximately 11:00 a.m., Brussels time, on the EURIBOR determination date. These quotations shall be for deposits in euros for the period of the specified index maturity, commencing on the interest reset date. Offered quotations must be based on a principal amount equal to at least €1,000,000 or the approximate equivalent in U.S. dollars that is representative of a single transaction in such market at that time.
	(1)	If two or more quotations are provided, EURIBOR for the interest reset period will be the arithmetic mean of those quotations.
	(2)	If less than two quotations are provided, the calculation agent will select three major banks in the euro-zone after consultation with us and follow the steps in the two bullet points below:
•	The calculation agent will then determine EURIBOR for the interest reset period as the arithmetic mean of rates quoted by those three major banks in the euro-zone to leading European banks at approximately 11:00 a.m., Brussels time, on the EURIBOR determination date. The rates quoted will be for loans in euros, for the period of

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	the specified index maturity, commencing on the interest reset date. Rates quoted must be based on a principal amount of at least €1,000,000 or the approximate equivalent in U.S. dollars that is representative of a single transaction in such market at that time.
•	If the banks so selected by the calculation agent are not quoting rates as described above, EURIBOR for the interest reset period will be the same as for the immediately preceding interest reset period. If there was no preceding interest reset period, the rate of interest will be the initial interest rate.

          “Euro-zone” means the region comprised of the member states of the European Union that adopted the Euro as their single currency in accordance with the Treaty establishing the European Community, as amended.

          Prime Rate Debt Securities

          A Prime Rate debt security will bear interest at an interest rate calculated with reference to the Prime Rate and the spread or spread multiplier, if any, that we specify in the Prime Rate debt security and in an accompanying prospectus supplement or an applicable pricing supplement.

          Unless we indicate otherwise in an accompanying prospectus supplement or an applicable pricing supplement, Prime Rate for any interest determination date will be the rate on that date as published in H.15(519) under the heading “Bank Prime Loan.”

          The following procedures will be followed if the Prime Rate cannot be determined as described above:

• If the rate is not published by 3:00 p.m., New York City time, on the calculation date, then the Prime Rate will be the rate on that interest determination date as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the heading “Bank Prime Loan.”

• If the rate is not published in either H.15(519) or the H.15 Daily Update by 3:00 p.m., New York City time, on the calculation date, then the calculation agent will determine the Prime Rate to be the arithmetic mean of the rates of interest publicly announced by each bank that appears on Reuters page USPRIME1 (“Reuters page USPRIME1”) as that bank’s prime rate or base lending rate as in effect as of 11:00 a.m., New York City time, for that interest determination date as quoted on Reuters page USPRIME1 on that interest determination date.

• If fewer than four rates appear on Reuters page USPRIME1 for that interest determination date, the calculation agent will determine the Prime Rate to be the arithmetic mean of the prime rates quoted on the basis of the actual number of days in the year divided by 360 as of the close of business on that interest determination date by three major banks in New York City selected by the calculation agent, after consultation with us, from which quotations are requested.

• If the banks so selected by the calculation agent are not quoting rates as described above, the Prime Rate with respect to that interest determination date will be the same as the Prime Rate for the immediately preceding interest reset period (or, if there was no preceding interest rate period, the rate of interest will be the initial interest rate).

          Treasury Rate Debt Securities

          A Treasury Rate debt security will bear interest at an interest rate calculated with reference to the Treasury Rate and the spread or spread multiplier, if any, that we specify in the Treasury Rate debt security and in an accompanying prospectus supplement or an applicable pricing supplement.

          Unless we indicate otherwise in an accompanying prospectus supplement or an applicable pricing supplement, the Treasury Rate for any interest determination date will be the rate applicable to the auction held on such date of direct obligations of the United States (“Treasury bills”) having the index maturity specified in the accompanying prospectus supplement or applicable pricing supplement as such rate appears opposite the caption “INVEST RATE” on the display on Reuters (or any successor service) on page USAUCTION10 (or any other page as may replace such page) or page USAUCTION11 (or any other page as may replace such page).

          The following procedures will be followed if the Treasury Rate cannot be determined as above:

• If the above rate is not published by 3:00 p.m., New York City time, on the calculation date, the Treasury Rate will be the bond equivalent yield (as defined below) of the rate for such Treasury bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the heading “U.S. Government Securities/Treasury Bills/Auction High.”

• In the event that the results of the auction of Treasury bills having the index maturity specified in an accompanying prospectus supplement or an applicable pricing supplement are not published or reported as provided above by 3:00 p.m., New York City time, on such calculation date, or if no such auction is held on such interest

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	determination date, then the calculation agent will determine the Treasury Rate to be the bond equivalent yield of the auction rate of such Treasury bills as announced by the U.S. Department of the Treasury.
•	In the event that the auction rate of Treasury bills having the index maturity designated in the accompanying prospectus supplement or applicable pricing supplement is not so announced by the U.S. Department of the Treasury, or if no such auction is held, then the Treasury rate will be the bond equivalent yield of the rate on that interest determination date of Treasury bills having the index maturity designated in the accompanying prospectus supplement or applicable pricing supplement as published in H.15(519) under the heading “U.S. Government Securities/Treasury Bills/Secondary Market” or, if not published by 3:00 p.m., New York City time, on the related calculation date, the rate on that interest determination date of such Treasury bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the heading “U.S. Government Securities/Treasury Bills/Secondary Market.”
•	In the event such rate is not published by 3:00 p.m., New York City time, on such calculation date, then the calculation agent will calculate the Treasury rate, which will be a bond equivalent yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on such interest determination date, of three leading primary U.S. government securities dealers selected by the calculation agent after consultation with us for the issue of Treasury bills with a remaining maturity closest to the index maturity designated in the accompanying prospectus supplement or applicable pricing supplement.
•	If the dealers selected by the calculation agent are not quoting bid rates as mentioned in this sentence, the Treasury rate with respect to the interest determination date will be the same as the Treasury rate in effect for the immediately preceding interest reset period (or, if there was no preceding interest reset period, the rate of interest will be the initial interest rate).

          Bond Equivalent Yield means a yield (expressed as a percentage) calculated as follows:

Bond Equivalent Yield =	D × N	×  100
	360 – (D × M)

where “D” refers to the applicable annual rate for the Treasury bills quoted on a bank discount basis and expressed as a decimal, “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in the interest period for which interest is being calculated.

          Amortizing Debt Securities

          We may from time to time offer amortizing debt securities on which a portion or all of the principal amount is payable prior to stated maturity:

• in accordance with a schedule;

• by application of a formula; or

• based on an index.

Further information concerning additional terms and conditions of any amortizing debt securities, including terms of repayment of such debt securities, will be set forth in the accompanying prospectus supplement or applicable pricing supplement.

          Indexed Debt Securities

          We may also issue indexed debt securities on which the principal amount payable at maturity, premium, if any, and/or interest payments are determined with reference to the price or prices of specified commodities (including baskets of commodities), securities (including baskets of securities), interest rate indices, interest rate or exchange rate swap indices, the exchange rate of one or more specified currencies (including baskets of currencies or a composite currency) relative to an indexed currency, or such other price or exchange rate or other financial or non-financial index or indices as we may specify in such indexed debt security and in the accompanying prospectus supplement or applicable pricing supplement for the indexed debt security. Holders of indexed debt securities may receive a principal amount at maturity that is greater than or less than the face amount of the indexed debt securities depending upon the relative value at maturity of the specified index. We will provide information on the method for determining the principal payable at maturity, premium, if any and/or interest payments in an accompanying prospectus supplement or an applicable pricing supplement for the indexed debt securities. Certain historical information, where applicable, with respect to the specified indexed item or items and tax considerations associated with an investment in indexed debt securities will also be provided in an accompanying prospectus supplement or an applicable pricing supplement.

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          Notwithstanding anything to the contrary contained herein or in the accompanying prospectus or the applicable pricing supplement, for purposes of determining the rights of a holder of an indexed debt security in respect of voting for or against amendments to the indentures and modifications and the waiver of rights thereunder, the principal amount of such indexed debt security shall be deemed to be equal to the face amount thereof upon issuance. The amount of principal payable at maturity will be specified in an accompanying prospectus supplement or an applicable pricing supplement.

Original Issue Discount Debt Securities

          We may issue original issue discount debt securities at an issue price (as specified in the accompanying prospectus supplement or applicable pricing supplement) that is less than 100% of the principal amount of such debt securities (i.e., par). Original issue discount debt securities may not bear any interest currently or may bear interest at a rate that is below market rates at the time of issuance. The difference between the issue price of an original issue discount debt security and par is referred to herein as the “discount.” In the event of redemption, repayment or acceleration of maturity of an original issue discount debt security, the amount payable to the holder of an original issue discount debt security will be equal to the sum of (a) the issue price (increased by any accruals of discount) and, in the event of any redemption by us of such original issue discount debt security (if applicable), multiplied by the initial redemption percentage specified in the accompanying prospectus supplement or applicable pricing supplement (as adjusted by the initial redemption percentage reduction, if applicable) and (b) any unpaid interest on such original issue discount debt security accrued from the date of issue to the date of such redemption, repayment or acceleration of maturity.

          Unless otherwise specified in the accompanying prospectus supplement or applicable pricing supplement, for purposes of determining the amount of discount that has accrued as of any date on which a redemption, repayment or acceleration of maturity occurs for an original issue discount debt security, the discount will be accrued using a constant yield method. The constant yield will be calculated using a 30-day month, 360-day year convention, a compounding period that, except for the initial period (as defined below), corresponds to the shortest period between interest payment dates for the applicable original issue discount debt security (with ratable accruals within a compounding period), a coupon rate equal to the initial coupon rate applicable to such original issue discount debt security and an assumption that the maturity of such original issue discount debt security will not be accelerated. If the period from the date of issue to the initial interest payment date, or the initial period, for an original issue discount debt security is shorter than the compounding period for such original issue discount debt security, a proportionate amount of the yield for an entire compounding period will be accrued. If the initial period is longer than the compounding period, then such period will be divided into a regular compounding period and a short period with the short period being treated as provided in the preceding sentence. The accrual of the applicable discount may differ from the accrual of original issue discount for purposes of the Internal Revenue Code.

          Certain original issue discount debt securities may not be treated as having original issue discount for federal income tax purposes. We refer you to “Certain U.S. Federal Income Tax Consequences.”

Payment

          Unless otherwise specified in an accompanying prospectus supplement or an applicable pricing supplement, principal and premium, if any, and interest, if any, on the debt securities will be payable initially at the principal corporate trust office of the trustee. At our option, payment of interest may be made, subject to collection, by check mailed to the holders of record at the address registered with the trustee.

          If the principal of or premium, if any, and interest, if any, on any series of debt securities is payable in foreign currencies or if debt securities are sold for foreign currencies, the restrictions, elections, tax consequences, specific terms and other information with respect to such debt securities will be described in an accompanying prospectus supplement or an applicable pricing supplement.

Redemption and Repayment

          Unless we specify otherwise in an accompanying prospectus supplement or an applicable pricing supplement, the debt securities will not be redeemable prior to their stated maturity. If we so specify in an accompanying prospectus supplement or an applicable pricing supplement, the debt security will be redeemable on or after the date or dates set forth in such supplement, either in whole or from time to time in part, at our option, at a redemption price equal to 100% of the principal amount to be redeemed or at such other price or prices set forth in such prospectus supplement or pricing supplement. We will pay interest accrued on a redeemed debt security to the date of redemption, and will give notice of redemption no more than 60 and not less than 30 days prior to the date of redemption. The debt securities will not be subject to any sinking fund or to any provisions for repayment at your option unless we specify otherwise in the accompanying prospectus supplement or an applicable pricing supplement.

Covenants Relating to Us

          The covenants in the indenture include the following:

          Transactions With Affiliates. Neither we nor any of our subsidiaries will engage in any transaction with any of our affiliates unless the transaction is on a basis not materially less favorable to us or our subsidiary than would be the case if we had effected the

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transaction with a non-related third party. See Section 12.08. Our affiliates are defined as any corporation controlling, controlled by or under common control with us. See Section 1.01. Our subsidiaries means any corporation of which we own or control, directly or indirectly, more than 50% of each class of its voting stock. See Section 1.01.

          Maintenance of Net Worth. The indenture requires that we shall at all times maintain a net worth of at least $50,000,000. See Section 12.09. Net worth is defined in the indenture to include, at any date, the aggregate stated value of all classes of our capital stock plus the aggregate amount of the consolidated surplus, whether capital, earned or other, of us and our consolidated subsidiaries, calculated in accordance with generally accepted accounting principles, to which we refer as GAAP. See Section 1.01.

          Restrictions as to Liens. Neither we nor any of our subsidiaries will create, assume or allow to exist any mortgage, pledge, encumbrance, lien or charge of any kind upon our or their properties or assets, whether now owned or hereafter acquired, or acquire or agree to acquire property or assets under any conditional sale agreement or other title retention agreement. However, we may incur or allow to exist on our and our subsidiaries’ property the following types of liens:

• liens for taxes and governmental charges not yet due or being contested in good faith;

• liens incidental to the conduct of our business not incurred in connection with the issuance or assumption of debt;

• liens on our deposits or on a subsidiary’s deposits with banks, in accordance with customary and established banking practice, in connection with our providing financial accommodations to any person in the ordinary course of business;

• liens securing obligations of a subsidiary to us or to another subsidiary;

• certain liens on after acquired tangible property and purchase money liens; and

• extensions, renewals or replacements of any of such liens.

See Section 12.10.

          However, we and any subsidiary may create, assume or suffer to exist a lien or charge upon any of our assets in connection with the issuance or assumption of secured debt that would otherwise be subject to the above restrictions, provided that the aggregate amount of all such secured debt does not exceed 10% of our borrowing base. See Section 12.10. Borrowing base means the sum of (i) the outstanding debt owed by us to American Express Company or a subsidiary of American Express Company that has been subordinated to the debt securities plus (ii) net worth as defined above. See Section 1.01. Debt is defined as all obligations that in accordance with GAAP would be included in determining total liabilities on the liabilities side of our balance sheet and all obligations guaranteeing debt of any third person. See Section 1.01.

          Ownership of our Capital Stock. American Express Company will at all times own, directly or indirectly, 100% of our common stock and shares representing not less than 80% of the total combined voting power of all shares issued by us having ordinary voting rights. See Section 12.11.

          Release from Covenants. Except as otherwise set forth in an accompanying prospectus supplement or an applicable pricing supplement relating to any series of the debt securities, the covenants described above will cease to be binding on us from and after the ninety-first day following our deposit with the trustee, in trust, of sufficient cash and/or government securities to pay and discharge the principal and premium, if any, and interest, if any, to the date of maturity of such debt securities, provided that (x) we have made such a deposit, in trust, of sufficient cash and/or government securities; (y) we have paid all other sums payable under the indenture in connection with such series of the debt securities, including all amounts due to the trustee; and (z) we have delivered to the trustee an officer’s certificate and an opinion of counsel each stating that all conditions precedent to such release have been met. See Section 12.15.

Modification of the Indenture

          We may make modifications and amendments of the indenture with respect to one or more series of debt securities by supplemental indenture without the consent of the holders of those debt securities in the following instances:

• to evidence the succession of another corporation to us and the assumption by such successor of our obligations under the indenture;

• to add to or modify our covenants or events of default for the benefit of the holders of the debt securities;

• to establish the form or terms of the debt securities of any series;

• to cure any ambiguity or make any other provisions with respect to matters or questions arising under the indenture that will not adversely affect the interests of the holders in any material respect;

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	•	to modify, eliminate or add to the provisions of the indenture as necessary to qualify it under any applicable federal law;
	•	to name, by supplemental indenture, a trustee other than The Bank of New York Mellon for a series of debt securities;
	•	to provide for the acceptance of appointment by a successor trustee;
	•	to add to or modify the provisions of the indenture to provide for the denomination of debt securities in foreign currencies;
	•	to supplement any provisions of the indenture as is necessary to permit or facilitate the defeasance and discharge of any debt securities as described in this prospectus;
	•	to prohibit the authentication and delivery of additional series of debt securities;
	•	to modify the provisions of the indenture in accordance with amendments to the Trust Indenture Act provided that such modifications do not materially affect the interests of security holders; or
	•	to modify the provisions of the indenture provided that such modifications do not apply to any outstanding security.
Any other modifications or amendments of the indenture by way of supplemental indenture require the consent of the holders of a majority in principal amount of the debt securities at the time outstanding of each series affected. However, no such modification or amendment may, without the consent of the holder of each debt security affected thereby:
	•	modify the terms of payment of principal, premium or interest;
	•	reduce the percentage of holders of debt securities necessary to modify or amend the indenture or waive our compliance with any restrictive covenant;
	•	modify the provisions governing supplemental indentures with consent of holders or waiver of past defaults except to increase the percentage of consents required to provide that certain other provisions cannot be varied without unanimous consent; or
	•	subordinate the indebtedness evidenced by the debt securities to any of our other indebtedness.

See Sections 11.01 and 11.02.

Events of Default, Notice and Waiver

          The indenture provides holders of debt securities with remedies if we fail to perform specific obligations, such as making payments on the debt securities. You should review these provisions carefully in order to understand what constitutes an event of default under the indenture.

          Unless otherwise stated in the accompanying prospectus supplement or an applicable pricing supplement, an event of default with respect to any series of debt securities will be:

• default in the payment of the principal of, or premium, if any, on any debt security of that series when it is due and payable;

• default in making a sinking fund payment or analogous obligation, if any, when due and payable;

• default for 30 days in the payment of an installment of interest, if any, on any debt security of that series;

• failure of American Express Company, directly or indirectly, to own 100% of our common stock and to own shares representing at least 80% of the total combined voting power of all of our issued shares having ordinary voting rights;

• default for 60 days after written notice to us in the performance of any other covenant in respect of the debt securities of that series;

• certain events of bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of us or our property;

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• an event of default with respect to any other series of debt securities outstanding under the indenture or as defined in any other indenture or instrument under which we have outstanding any indebtedness for borrowed money, as a result of which indebtedness of us of at least $50,000,000 principal amount shall have been accelerated and that acceleration shall not have been annulled within 15 days after written notice thereof; and

• and any other event of default provided in or pursuant to the applicable resolution of our Board of Directors or the supplemental indenture under which that series of debt securities is issued.

See Section 7.01.

          An event of default with respect to a particular series of debt securities issued under the indenture does not necessarily constitute an event of default with respect to any other series of debt securities. The trustee may withhold notice to the holders of any series of debt securities of any default with respect to that series, except in the payment of principal, premium or interest, if it considers such withholding to be in the interests of the holders of that series. See Section 8.02.

          If an event of default with respect to any series of debt securities has occurred and is continuing, the trustee or the holders of 25% in aggregate principal amount of the debt securities of that series may declare the principal, or in the case of discounted debt securities, such portion thereof as may be described in an accompanying prospectus supplement or an applicable pricing supplement, of all the debt securities of that series to be due and payable immediately. See Section 7.02.

          The indenture contains a provision entitling the trustee to be indemnified to its reasonable satisfaction by the holders before exercising any right or power under the indenture at the request of any of the holders. See Section 8.03. The indenture provides that the holders of a majority in principal amount of the outstanding debt securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred upon the trustee with respect to the debt securities of that series. See Section 7.12. The right of a holder to institute a proceeding with respect to the indenture is subject to certain conditions precedent including notice and indemnity to the trustee. However, the holder has an absolute right to receipt of principal and premium, if any, at stated maturity and interest on any overdue principal and interest or to institute suit for the enforcement thereof. See Sections 7.07 and 7.08.

          The holders of not less than a majority in principal amount of the outstanding debt securities of any series under the indenture may on behalf of the holders of all the debt securities of that series waive any past defaults, except a default in payment of the principal of or premium, if any, or interest, if any, on any debt security of that series and a default in respect of a covenant or provision of the indenture that cannot be amended or modified without the consent of the holder of each debt security affected. See Section 7.13.

          We are required by the indenture to furnish to the trustee annual statements as to the fulfillment of our obligations under the indenture. See Sections 9.04 and 12.06.

Defeasance of the Indenture and Debt Securities

          The indenture permits us to be discharged from our obligations under the indenture and with respect to a particular series of debt securities if we comply with the following procedures. This discharge from our obligations is referred to in this prospectus as defeasance. See Section 6.02.

          Unless an accompanying prospectus supplement or an applicable pricing supplement states otherwise, if we deposit with the trustee sufficient cash and/or government securities to pay and discharge the principal and premium, if any, and interest, if any, to the date of maturity of such series of debt securities, then from and after the ninety-first day following such deposit:

• we will be deemed to have paid and discharged the entire indebtedness on the debt securities of any such series; and

• our obligations under the indenture with respect to the debt securities of that series will cease to be in effect, except for certain obligations to register the transfer or exchange of the debt securities of that series, replace stolen, lost or mutilated debt securities of that series, maintain paying agencies and hold moneys for payment in trust.

          The indenture also provides that the defeasance will not be effective unless we deliver to the trustee a written opinion of our counsel to the effect that holders of the debt securities subject to defeasance will not recognize gain or loss on those debt securities for federal income tax purposes solely as a result of the defeasance and that the holders of those debt securities will be subject to federal income tax in the same amounts and at the same times as would be the case if the defeasance had not occurred. See Section 6.02.

          Following the defeasance, holders of the applicable debt securities would be able to look only to the trust fund for payment of principal and premium, if any, and interest, if any, on their debt securities.

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Governing Law

          The laws of the State of New York will govern the indenture and the debt securities.

Concerning the Trustee

          The Bank of New York Mellon, the trustee under the indenture, provides corporate trust services to us. In addition, affiliates of the trustee provide investment banking, bank and corporate trust services and extend credit to our affiliate, American Express Company, and many of its subsidiaries. We and our affiliates may have other customary banking relationships (including other trusteeships) with the trustee.

Global Securities and Global Clearance and Settlement Procedures

          We may issue debt securities under a book-entry system in the form of one or more global securities. We will register the global securities in the name of a depositary or its nominee and deposit the global securities with that depositary. Unless we state otherwise in the prospectus supplement or an applicable pricing supplement, The Depository Trust Company, New York, New York, or DTC, will be the depositary if we use a depositary.

          Following the issuance of a global security in registered form, the depositary will credit the accounts of its participants with the debt securities upon our instructions. Only persons who hold directly or indirectly through financial institutions that are participants in the depositary can hold beneficial interests in the global securities. Because the laws of some jurisdictions require certain types of purchasers to take physical delivery of such securities in definitive form, you may encounter difficulties in your ability to own, transfer or pledge beneficial interests in a global security.

          So long as the depositary or its nominee is the registered owner of a global security, we and the trustee will treat the depositary as the sole owner or holder of the debt securities for purposes of the applicable indenture. Therefore, except as set forth below, you will not be entitled to have debt securities registered in your name or to receive physical delivery of certificates representing the debt securities. Accordingly, you will have to rely on the procedures of the depositary and the participant in the depositary through whom you hold your beneficial interest in order to exercise any rights of a holder under the indenture. We understand that under existing practices, the depositary would act upon the instructions of a participant or authorize that participant to take any action that a holder is entitled to take.

          Unless stated otherwise in an accompanying prospectus supplement, you may elect to hold interests in the global securities through either DTC (in the United States) or Clearstream Banking, société anonyme, which we refer to as Clearstream, Luxembourg, or Euroclear Bank, S.A./N.V., or its successor, as operator of the Euroclear System, which we refer to as Euroclear, (outside of the United States) if you are participants of such systems, or indirectly through organizations that are participants in such systems. Interests held through Clearstream, Luxembourg and Euroclear will be recorded on DTC’s books as being held by the U.S. depositary for each of Clearstream, Luxembourg and Euroclear, which U.S. depositaries will in turn hold interests on behalf of their participants’ customers’ securities accounts.

          As long as the debt securities of a series are represented by the global securities, we will pay principal of and interest and premium on those securities to or as directed by DTC as the registered holder of the global securities. Payments to DTC will be in immediately available funds by wire transfer. DTC, Clearstream, Luxembourg or Euroclear, as applicable, will credit the relevant accounts of their participants on the applicable date. Neither we nor the trustee will be responsible for making any payments to participants or customers of participants or for maintaining any records relating to the holdings of participants and their customers, and you will have to rely on the procedures of the depositary and its participants. If an issue of debt securities is denominated in a currency other than the U.S. dollar, we will make payments of principal and any interest in the foreign currency in which the debt securities are denominated or in U.S. dollars. DTC has elected to have all payments of principal and interest paid in U.S. dollars unless notified by any of its participants through which an interest in the debt securities is held that it elects, in accordance with, and to the extent permitted by, the accompanying prospectus supplement and the relevant debt security, to receive payment of principal or interest in the foreign currency. On or prior to the third business day after the record date for payment of interest and 12 days prior to the date for payment of principal, a participant will be required to notify DTC of (a) its election to receive all, or the specified portion, of payment in the foreign currency and (b) its instructions for wire transfer of payment to a foreign currency account.

          We have been advised by DTC, Clearstream, Luxembourg and Euroclear, respectively, as follows:

• As to DTC: DTC has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities deposited with it by its participants and facilitates the settlement of transactions among its participants in such securities through electronic computerized book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC’s participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their

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	representatives) own DTC. Access to DTC’s book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.
	According to DTC, the foregoing information with respect to DTC has been provided to the financial community for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind.
•	As to Clearstream, Luxembourg: Clearstream, Luxembourg has advised us that it was incorporated as a limited liability company under Luxembourg law. Clearstream, Luxembourg is owned by Cedel International, société anonyme, and Deutsche Börse AG. The shareholders of these two entities are banks, securities dealers and financial institutions.

	Clearstream, Luxembourg holds securities for its customers and facilitates the clearance and settlement of securities transactions between Clearstream, Luxembourg customers through electronic book-entry changes in accounts of Clearstream, Luxembourg customers, thus eliminating the need for physical movement of certificates. Transactions may be settled by Clearstream, Luxembourg in many currencies, including United States dollars. Clearstream, Luxembourg provides to its customers, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities, securities lending and borrowing. Clearstream, Luxembourg also deals with domestic securities markets in over 30 countries through established depository and custodial relationships. Clearstream, Luxembourg interfaces with domestic markets in a number of countries. Clearstream, Luxembourg has established an electronic bridge with Euroclear Bank S.A./N.V., the operator of Euroclear, or the Euroclear operator, to facilitate settlement of trades between Clearstream, Luxembourg and Euroclear.
	As a registered bank in Luxembourg, Clearstream, Luxembourg is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector. Clearstream, Luxembourg customers are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. In the United States, Clearstream, Luxembourg customers are limited to securities brokers and dealers and banks, and may include the underwriters for the debt securities. Other institutions that maintain a custodial relationship with a Clearstream, Luxembourg customer may obtain indirect access to Clearstream, Luxembourg. Clearstream, Luxembourg is an indirect participant in DTC.
	Distributions with respect to the debt securities held beneficially through Clearstream, Luxembourg will be credited to cash accounts of Clearstream, Luxembourg customers in accordance with its rules and procedures, to the extent received by Clearstream, Luxembourg.
•	As to Euroclear: Euroclear has advised us that it was created in 1968 to hold securities for participants of Euroclear and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thus eliminating the need for physical movement of certificates and risk from lack of simultaneous transfers of securities and cash. Transactions may now be settled in many currencies, including United States dollars and Japanese Yen. Euroclear provides various other services, including securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the arrangements for cross-market transfers with DTC described below.
	Euroclear is operated by the Euroclear operator, under contract with Euroclear plc, a U.K. corporation. The Euroclear operator conducts all operations, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear operator, not Euroclear plc. Euroclear plc establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters for the debt securities. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly. Euroclear is an indirect participant in DTC.
	The Euroclear operator is a Belgian bank. The Belgian Banking Commission and the National Bank of Belgium regulate and examine the Euroclear operator.
	The Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, or the Euroclear Terms and Conditions, and applicable Belgian law govern securities clearance accounts and cash accounts with the Euroclear operator. Specifically, these terms and conditions govern:
		o	transfers of securities and cash within Euroclear;

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			o	withdrawal of securities and cash from Euroclear; and
			o	receipt of payments with respect to securities in Euroclear.
		All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear operator acts under the terms and conditions only on behalf of Euroclear participants and has no record of or relationship with persons holding securities through Euroclear participants.
		Distributions with respect to debt securities held beneficially through Euroclear will be credited to the cash accounts of Euroclear participants in accordance with the Euroclear Terms and Conditions, to the extent received by the Euroclear operator.
Global certificates are generally not transferable. We will issue physical certificates to beneficial owners of a global security if:
	•	the depositary notifies us that it is unwilling or unable to continue as depositary and we do not appoint a successor within 90 days;
	•	the depositary ceases to be a clearing agency registered under the Exchange Act and we do not appoint a successor within 90 days; or
	•	we decide in our sole discretion and subject to DTC’s procedures that we do not want to have the debt securities of that series represented by global certificates.
If any of the events described in the preceding paragraph occurs, we will issue definitive securities in certificated form in an amount equal to a holder’s beneficial interest in the securities. Definitive securities will be issued in minimum denominations of $1,000 and integral multiples thereof in excess of that amount, and will be registered in the name of the person DTC specifies in a written instruction to the registrar of the debt securities.
	In the event definitive securities are issued:
	•	holders of definitive securities will be able to receive payments of principal and interest on their debt securities at the office of our paying agent maintained in the Borough of Manhattan;
	•	holders of definitive securities will be able to transfer their debt securities, in whole or in part, by surrendering the debt securities for registration of transfer at the corporate trust office of The Bank of New York Mellon. We will not charge any fee for the registration or transfer or exchange, except that we may require the payment of a sum sufficient to cover any applicable tax or other governmental charge payable in connection with the transfer; and

any moneys we pay to our paying agents for the payment of principal and interest on the debt securities that remains unclaimed at the second anniversary of the date such payment was due will be returned to us, and thereafter holders of definitive securities may look only to us, as general unsecured creditors, for payment.

          You will be required to make your initial payment for the debt securities in immediately available funds. Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled in immediately available funds using DTC’s Same-Day Funds Settlement System. Secondary market trading between Clearstream, Luxembourg customers and/or Euroclear participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream, Luxembourg and Euroclear and will be settled using the procedures applicable to conventional eurobonds in immediately available funds.

          Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream, Luxembourg customers or Euroclear participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by U.S. depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (based on European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to the U.S. depositary to take action to effect final settlement on its behalf by delivering or receiving debt securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream, Luxembourg customers and Euroclear participants may not deliver instructions directly to their respective U.S. depositaries.

          Because of time-zone differences, credits of debt securities received in Clearstream, Luxembourg or Euroclear as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Such credits or any transactions in such debt securities settled during such processing will be

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reported to the relevant Clearstream, Luxembourg customers or Euroclear participants on such business day. Cash received in Clearstream, Luxembourg or Euroclear as a result of sales of debt securities by or through a Clearstream, Luxembourg customer or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream, Luxembourg or Euroclear cash account only as of the business day following settlement in DTC.

          Although DTC, Clearstream, Luxembourg and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of debt securities among participants of DTC, Clearstream, Luxembourg and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be discontinued at any time.

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DESCRIPTION OF WARRANTS

          We may issue warrants for the purchase of debt securities. We may issue warrants independently or together with any debt securities offered by any prospectus supplement or applicable pricing supplement. The warrants may be attached to or separate from such debt securities. Warrants will be issued under warrant agreements to be entered into between us and a bank or trust company, as warrant agent. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any holders of or beneficial owners of warrants. A copy of the form of warrant agreement, including the form of warrant certificate representing the warrants, is filed as an exhibit to the registration statement of which this prospectus is a part. The following summary of certain provisions of the form of warrant agreement and the warrants does not purport to be complete and further terms will be described in an accompanying prospectus supplement or an applicable pricing supplement.

          The accompanying prospectus supplement or an applicable pricing supplement that accompanies this prospectus will describe the following terms and other information with respect to the warrants that may be offered:

• the offering price;

• the currency or currencies for which warrants may be purchased;

• the designation, aggregate principal amount, currency or currencies and terms of the debt securities purchasable upon exercise of the warrants;

• if applicable, the designation and terms of the debt securities with which the warrants are issued and the number of warrants issued with each debt security;

• if applicable, the date on and after which the warrants and the related debt securities will be separately transferable;

• the principal amount of debt securities purchasable upon exercise of one warrant and the price and currency or currencies at which that principal amount of debt securities may be purchased upon exercise;

• the date on which the right to exercise the warrants shall commence and the date on which that right expires;

• a discussion of certain federal income tax considerations; and

• any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.

          Prior to the exercise of their warrants, holders of warrants will not have any of the rights of holders of the debt securities purchasable upon exercise, including the right to receive payments of principal of, premium, if any, or interest, if any, on the debt securities purchasable upon exercise or to enforce covenants in the indenture.

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ERISA CONSIDERATIONS

          A fiduciary of a pension, profit-sharing or other employee benefit plan governed by the Employee Retirement Income Security Act of 1974, as amended, to which we refer as ERISA, should consider the fiduciary standards of ERISA in the context of the ERISA plan’s particular circumstances before authorizing an investment in the offered securities. Among other factors, the fiduciary should consider whether such an investment is in accordance with the documents governing the ERISA plan and whether the investment is appropriate for the ERISA plan in view of its overall investment policy and diversification of its portfolio.

          Certain provisions of ERISA and the Internal Revenue Code of 1986, as amended, to which we refer as the Code, prohibit employee benefit plans (as defined in Section 3(3) of ERISA) that are subject to Title I of ERISA, plans described in Section 4975(e)(1) of the Code (including, without limitation, retirement accounts and Keogh Plans), and entities whose underlying assets include plan assets by reason of a plan’s investment in such entities (including, without limitation, as applicable, insurance company general accounts), from engaging in certain transactions involving “plan assets” with parties that are “parties in interest” under ERISA or “disqualified persons” under the Code with respect to the plan or entity. Governmental and other plans that are not subject to ERISA or to the Code may be subject to similar restrictions under non-U.S., federal, state or local law (“similar law”). Any employee benefit plan or other entity, to which such provisions of ERISA, the Code or similar law apply, proposing to acquire the offered securities should consult with its legal counsel.

          We, directly or through our affiliates, may be considered a “party in interest” or a “disqualified person” to a large number of plans. A purchase of offered securities by any such plan would be likely to result in a prohibited transaction between us and the plan.

          Accordingly, unless otherwise provided in the related prospectus supplement, offered securities may not be purchased, held or disposed of by any plan or any other person investing “plan assets” of any plan that is subject to the prohibited transaction rules of ERISA or Section 4975 of the Code or other similar law, unless one of the following Prohibited Transaction Class Exemptions, to which we refer as PTCE, issued by the United States Department of Labor or a similar exemption or exception applies to such purchase, holding and disposition:

• PTCE 96-23 for transactions determined by in-house asset managers;

• PTCE 95-60 for transactions involving insurance company general accounts;

• PTCE 91-38 for transactions involving bank collective investment funds;

• PTCE 90-1 for transactions involving insurance company separate accounts; or

• PTCE 84-14 for transactions determined by independent qualified professional asset managers.

          In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provide an exemption for the purchase and sale of securities and related lending transactions, provided that neither the issuer of the securities nor any of its affiliates have or exercise any discretionary authority or control or render any investment advice with respect to the assets of any plan involved in the transaction, and provided further that the plan pays no more than “adequate consideration” in connection with the transaction, which we refer to as the service provider exemption.

          Unless otherwise provided in the related prospectus supplement or applicable pricing supplement, any purchaser of the offered securities or any interest therein will be deemed to have represented and warranted to us on each day including the date of its purchase of the offered securities through and including the date of disposition of such offered securities that either:

          (a) it is not a plan subject to Title I of ERISA or Section 4975 of the Code and is not purchasing securities or interest therein on behalf of, or with “plan assets” of, any such plan;

          (b) its purchase, holding and disposition of such securities are not and will not be prohibited because they are exempt by one or more of the following prohibited transaction exemptions: PTCE 96-23, 95-60, 91-38, 90-1, 84-14 or the service provider exemption; or

          (c) it is a governmental plan (as defined in Section 3 of ERISA) or other plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code and its purchase, holding and disposition of such securities are not otherwise prohibited under any similar law.

          Due to the complexity of these rules and the penalties imposed upon persons involved in prohibited transactions, it is important that any person considering the purchase of the offered securities with plan assets consult with its counsel regarding the consequences under ERISA and the Code, or other similar law, of the acquisition and ownership of offered securities and the availability of exemptive relief under the exemptions listed above.

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          Please consult the accompanying prospectus supplement or an applicable pricing supplement for further information with respect to a particular offering of securities.

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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

          The following is a summary of certain United States federal income tax considerations that may be relevant to persons considering the purchase of the debt securities covered by this prospectus. For a discussion of certain United States federal income tax considerations that may be relevant to persons considering the purchase of amortizing debt securities or indexed debt securities (described above), please refer to the accompanying prospectus supplement or applicable pricing supplement. Persons considering the purchase of warrants should consult their own tax advisors regarding the tax consequences of the purchase, ownership and disposition thereof.

          This summary, which does not represent tax advice, is based on laws, regulations, rulings and decisions now in effect, all of which are subject to change (including changes in effective dates) or possible differing interpretations. This summary deals only with debt securities that will be held as capital assets and, except where otherwise specifically stated, is addressed only to persons who purchase debt securities in the initial offering. It does not address tax considerations applicable to investors that may be subject to special tax rules, such as banks, tax-exempt entities, insurance companies, dealers in securities or currencies, traders in securities electing to mark to market, persons that will hold debt securities as a position in a “straddle” or conversion transaction, or as part of a “synthetic security” or other integrated financial transaction or persons that have a “functional currency” other than the U.S. dollar. Prospective purchasers of debt securities should review the accompanying prospectus supplements or applicable pricing supplements for summaries of special United States federal income tax considerations that may be relevant to a particular issue of debt securities, including any floating rate debt securities or foreign currency debt securities (defined below).

          As used herein, the term “United States Holder” means a beneficial owner of a debt security that is (i) a citizen or resident of the United States; (ii) a corporation (or an entity taxable as a corporation for United States federal income tax purposes), that was established under the laws of the United States, any state thereof, or the District of Columbia; or (iii) an estate or trust whose world-wide income is subject to United States federal income tax. If a partnership holds debt securities, the tax treatment of partners will generally depend upon the status of the partner and the activities of the partnership. Partners of a partnership holding debt securities should accordingly consult their own tax advisors. As used herein, the term “Non-United States Holder” means a beneficial owner of a debt security that is not a United States Holder and is not a partnership.

Tax Consequences to United States Holders

          Payments of Interest. Payments of qualified stated interest (as defined below under “— Original Issue Discount”) on a debt security will be taxable to a United States Holder as ordinary interest income at the time that such payments are accrued or are received (in accordance with the United States Holder’s method of tax accounting).

          Unless otherwise specified in an applicable debt security, debt securities will be denominated in U.S. dollars and payments of principal of, and interest on, debt securities will be made in U.S. dollars. Debt securities may be denominated in a currency other than U.S. dollars, which we refer to as foreign currency debt securities. If such payments of interest are made with respect to a foreign currency debt security, the amount of interest income realized by a United States Holder that uses the cash method of tax accounting will be the U.S. dollar value of the specified currency payment based on the exchange rate in effect on the date of receipt regardless of whether the payment in fact is converted into U.S. dollars. A United States Holder that uses the accrual method of accounting for tax purposes will accrue interest income on the foreign currency debt security in the relevant foreign currency and translate the amount accrued into U.S. dollars based on the average exchange rate in effect during the interest accrual period (or portion thereof within the United States Holder’s taxable year) or, at the accrual-basis United States Holder’s election, at the spot rate of exchange on the last day of the accrual period (or the last day of the taxable year within such accrual period if the accrual period spans more than one taxable year), or at the spot rate of exchange on the date of receipt, if such date is within five business days of the last day of the accrual period. A United States Holder that makes such election must apply it consistently to all debt instruments from year to year and cannot change the election without the consent of the Internal Revenue Service, or IRS. A United States Holder that uses the accrual method of accounting for tax purposes will recognize foreign currency gain or loss, as the case may be, on the receipt of an interest payment made with respect to a foreign currency debt security if the exchange rate in effect on the date the payment is received differs from the rate applicable to a previous accrual of that interest income. This foreign currency gain or loss will be treated as ordinary income or loss but generally will not be treated as an adjustment to interest income received on the debt security.

          Purchase, Sale, Exchange and Retirement of Debt Securities. A United States Holder’s tax basis in a debt security generally will equal the cost of such debt security to such holder, increased by any amounts includible in income by the holder as original issue discount and market discount and reduced by any amortized premium (each as described below) and any payments other than payments of qualified stated interest (as defined below) made on such debt security.

          In the case of a foreign currency debt security, the cost of such debt security to a United States Holder will be the U.S. dollar value of the foreign currency purchase price on the date of purchase. In the case of a foreign currency debt security that is traded on an established securities market, a cash-basis United States Holder (and, if it so elects, an accrual-basis United States Holder) will determine the U.S. dollar value of the cost of such debt security by translating the amount paid at the spot rate of exchange on the

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settlement date of the purchase. The amount of any subsequent adjustments to a United States Holder’s tax basis in a debt security in respect of original issue discount, market discount and premium denominated in a specified currency will be determined in the manner described under “—Original Issue Discount” and “—Premium and Market Discount” below. The conversion of U.S. dollars to a specified currency and the immediate use of the specified currency to purchase a foreign currency debt security generally will not result in taxable gain or loss for a United States Holder.

          Upon the sale, exchange or retirement of a debt security, a United States Holder generally will recognize gain or loss equal to the difference between the amount realized on the sale, exchange or retirement (less any accrued qualified stated interest, which will be taxable as such) and the United States Holder’s tax basis in such debt security. If a United States Holder receives a currency other than the U.S. dollar in respect of the sale, exchange or retirement of a debt security, the amount realized will be the U.S. dollar value of the specified currency received calculated at the exchange rate in effect on the date the instrument is disposed of or retired. In the case of a foreign currency debt security that is traded on an established securities market, a cash-basis United States Holder and, if it so elects, an accrual-basis United States Holder will determine the U.S. dollar value of the amount realized by translating such amount at the spot rate on the settlement date of the sale. The election available to accrual-basis United States Holders in respect of the purchase and sale of foreign currency debt securities traded on an established securities market, discussed above, must be applied consistently to all debt instruments from year to year and cannot be changed without the consent of the IRS.

          Except as discussed below with respect to market discount, short-term debt securities (as defined below) and foreign currency gain or loss, gain or loss recognized by a United States Holder generally will be long-term capital gain or loss if the United States Holder has held the debt security for more than one year at the time of disposition. Long-term capital gains recognized by an individual United States Holder generally are subject to tax at a lower rate than short-term capital gains or ordinary income. The deductibility of capital losses is subject to limitations.

          Gain or loss recognized by a United States Holder on the sale, exchange or retirement of a foreign currency debt security generally will be treated as ordinary income or loss to the extent that the gain or loss is attributable to changes in exchange rates during the period in which the holder held such debt security. This foreign currency gain or loss will not be treated as an adjustment to interest income received on the debt securities.

          Original Issue Discount. United States Holders of debt securities with original issue discount, or OID, generally will be subject to the special tax accounting rules for obligations issued with OID provided by the Code and certain regulations promulgated thereunder, which we refer to as the OID Regulations. Debt securities issued with OID will be referred to as original issue discount debt securities. Notice will be given in the accompanying prospectus supplement or an applicable pricing supplement when we determine that a particular debt security is an original issue discount debt security. United States Holders of such original issue discount debt securities should be aware that, as described in greater detail below, they generally must include OID in ordinary gross income for United States federal income tax purposes as it accrues, in advance of the receipt of cash attributable to that income.

          A debt security will generally be considered to be issued with OID if its stated redemption price at maturity (as defined below) exceeds its issue price (as defined below) by more than a de minimis amount (generally, 0.25% of such stated redemption price multiplied by the number of complete years to maturity). The “stated redemption price at maturity” of a debt security is generally the sum of all payments to be made on the debt security other than payments of qualified stated interest (as defined below). “Qualified stated interest” is generally stated interest that is unconditionally payable in cash or in property (other than our debt instruments) at least annually during the entire term of a debt security at a single fixed rate or, subject to certain conditions, based on one or more interest indices. The “issue price” of each debt security in a particular offering will generally be the first price at which a substantial amount of that particular offering is sold to the public (ignoring sales to underwriters, placement agents or wholesalers).

          In general, each United States Holder of an original issue discount debt security, whether such holder uses the cash or the accrual method of tax accounting, will be required to include in ordinary gross income the sum of the “daily portions” of OID on the debt security for all days during the taxable year that the United States Holder owns the debt security. The daily portions of OID on an original issue discount debt security are determined by allocating to each day in any accrual period a ratable portion of the OID allocable to that accrual period. Accrual periods may be any length and may vary in length over the term of an original issue discount debt security, provided that no accrual period is longer than one year and each scheduled payment of principal or interest occurs on either the final day or the first day of an accrual period. In the case of an initial United States Holder, the amount of OID on an original issue discount debt security allocable to each accrual period is determined by (a) multiplying the adjusted issue price (as defined below) of the original issue discount debt security at the beginning of the accrual period by the yield to maturity (as defined below) of such original issue discount debt security (appropriately adjusted to reflect the length of the accrual period) and (b) subtracting from that product the amount (if any) of qualified stated interest allocable to that accrual period. The “yield to maturity” of a debt security is the discount rate that causes the present value of all payments on the debt security as of its original issue date to equal the issue price of such debt security. The “adjusted issue price” of an original issue discount debt security at the beginning of any accrual period will generally be the sum of its issue price (generally including accrued interest, if any) and the amount of OID allocable to all prior accrual periods, reduced by the amount of all payments other than payments of qualified stated interest (if any) made with respect to such debt security in all prior accrual periods. As a result of this “constant-yield” method of including OID in

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income, the amounts includible in income by a United States Holder in respect of an original issue discount debt security denominated in U.S. dollars generally are lesser in the early years and greater in the later years than the amounts that would be includible on a straight-line basis.

          In the case of an original issue discount debt security that is a floating rate debt security, both the “yield to maturity” and “qualified stated interest” will generally be determined for these purposes as though the original issue discount debt security will bear interest in all periods at a fixed rate generally equal to the rate that would be applicable to the interest payments on the debt security on its date of issue or, in the case of certain floating rate debt securities, the rate that reflects the yield that is reasonably expected for the debt security. (Additional rules may apply if interest on a floating rate debt security is based on more than one interest index). Persons considering the purchase of floating rate debt securities should carefully examine the accompanying prospectus supplement or an applicable pricing supplement and should consult their own tax advisors regarding the U.S. federal income tax consequences of the holding and disposition of such debt securities.

          A United States Holder generally may make an irrevocable election to include in its income its entire return on a debt security (i.e., the excess of all remaining payments to be received on the debt security, including payments of qualified stated interest, over the amount paid by such United States Holder for such debt security) under the constant-yield method described above. For debt securities purchased at a premium or bearing market discount in the hands of the United States Holder, the United States Holder making such election will also be deemed to have made the election (discussed below under “—Premium and Market Discount”) to amortize premium or to accrue market discount in income currently on a constant-yield basis.

          In the case of an original issue discount debt security that is also a foreign currency debt security, a United States Holder should determine the U.S. dollar amount includible in income as OID for each accrual period by (a) calculating the amount of OID allocable to each accrual period in the specified currency using the constant-yield method described above, and (b) translating the amount of the specified currency so derived at the average exchange rate in effect during that accrual period (or portion thereof within a United States Holder’s taxable year) or, at the United States Holder’s election (as described above under “—Payments of Interest”), at the spot rate of exchange on the last day of the accrual period (or the last day of the taxable year within such accrual period if the accrual period spans more than one taxable year), or at the spot rate of exchange on the date of receipt, if such date is within five business days of the last day of the accrual period. Because exchange rates may fluctuate, a United States Holder of an original issue discount debt security that is also a foreign currency debt security may recognize a different amount of OID income in each accrual period than would the holder of an otherwise similar original issue discount debt security denominated in U.S. dollars. All payments on an original issue discount debt security (other than payments of qualified stated interest) will generally be viewed first as payments of previously accrued OID (to the extent thereof), with payments attributed first to the earliest-accrued OID, and then as payments of principal. Upon the receipt of an amount attributable to OID (whether in connection with a payment of an amount that is not qualified stated interest or the sale or retirement of the original issue discount debt security), a United States Holder will recognize ordinary income or loss measured by the difference between the amount received (translated into U.S. dollars at the exchange rate in effect on the date of receipt or on the date of disposition of the original issue discount debt security, as the case may be) and the amount accrued (using the exchange rate applicable to such previous accrual).

          A subsequent United States Holder of an original issue discount debt security that purchases the debt security at a cost less than its remaining redemption amount (as defined below), or an initial United States Holder that purchases an original issue discount debt security at a price other than the debt security’s issue price, also generally will be required to include in gross income the daily portions of OID, calculated as described above. However, if the United States Holder acquires the original issue discount debt security at a price greater than its adjusted issue price, such holder is required to reduce its periodic inclusions of OID income to reflect the premium paid over the adjusted issue price. The “remaining redemption amount” for a debt security is the total of all future payments to be made on the debt security other than payments of qualified stated interest.

          Floating rate debt securities generally will be treated as “variable rate debt instruments” under the OID Regulations. Accordingly, the stated interest on a floating rate debt security generally will be treated as “qualified stated interest” and such a debt security will not have OID solely as a result of the fact that it provides for interest at a variable rate. If a floating rate debt security does not qualify as a “variable rate debt instrument”, such debt security will be subject to special rules, which we refer to as the Contingent Payment Regulations, that govern the tax treatment of debt obligations that provide for contingent payments, which we refer to as Contingent Debt Obligations. Prospective purchasers of floating rate debt securities should carefully examine the accompanying prospectus supplement or an applicable pricing supplement to see if the Company has determined such debt securities constitute Contingent Debt Obligations. If it has, they should consult their own tax advisors with respect to the tax consequences to them of such obligations.

          Certain of the debt securities may be subject to special redemption, repayment or interest rate reset features, as indicated in the accompanying prospectus supplement or an applicable pricing supplement. Debt securities containing such features, in particular original issue discount debt securities, may be subject to special rules that differ from the general rules discussed above. Purchasers of debt securities with such features should carefully examine the accompanying prospectus supplement or an applicable pricing

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supplement and should consult their own tax advisors with respect to such debt securities because the tax consequences with respect to such features, and especially with respect to OID, will depend, in part, on the particular terms of the purchased debt securities.

          Premium and Market Discount. A United States Holder of a debt security that purchases the debt security at a cost greater than its remaining redemption amount (as defined in the third preceding paragraph) will be considered to have purchased the debt security at a premium, and may elect to amortize such premium (as an offset to interest income), using a constant-yield method, over the remaining term of the debt security. Such election, once made, generally applies to all bonds held or subsequently acquired by the United States Holder on or after the first taxable year to which the election applies and may not be revoked without the consent of the IRS. A United States Holder that elects to amortize such premium must reduce its tax basis in a debt security by the amount of the premium amortized during its holding period. Original issue discount debt securities purchased at a premium will not be subject to the OID rules described above.

          In the case of premium in respect of a foreign currency debt security, a United States Holder should calculate the amortization of such premium in the specified currency. Amortization deductions attributable to a period reduce interest income attributable to payments in respect of that period and therefore are translated into U.S. dollars at the exchange rate used by the United States Holder for such interest payments. Exchange gain or loss will be realized with respect to amortized bond premium on such a debt security based on the difference between the exchange rate on the date or dates such premium is recovered through interest payments on the debt security and the exchange rate on the date on which the United States Holder acquired the debt security.

          With respect to a United States Holder that does not elect to amortize bond premium, the amount of bond premium will be included in the United States Holder’s tax basis when the debt security matures or is disposed of by the United States Holder. Therefore, a United States Holder that does not elect to amortize such premium and that holds the debt security to maturity generally will be required to treat the premium as a capital loss when the debt security matures.

          If a United States Holder of a debt security purchases the debt security at a price that is lower than its remaining redemption amount or, in the case of an original issue discount debt security, its adjusted issue price, by at least 0.25% of its remaining redemption amount (or adjusted issue price) multiplied by the number of remaining whole years to maturity, the debt security will be considered to have “market discount” in the hands of such United States Holder. In such case, gain realized by the United States Holder on the disposition of the debt security generally will be treated as ordinary income to the extent of the market discount that accrued on the debt security while held by such United States Holder. In addition, the United States Holder could be required to defer the deduction of a portion of the interest paid on any indebtedness incurred or maintained to purchase or carry the debt security. In general terms, market discount on a debt security will be treated as accruing ratably over the term of such debt security or, at the election of the United States Holder, under a constant yield method. Market discount on a foreign currency debt security will be accrued by a United States Holder in the specified currency. The amount includible in income by a United States Holder in respect of such accrued market discount will be the U.S. dollar value of the amount accrued, generally calculated at the exchange rate in effect on the date that the debt security is disposed of by the United States Holder.

          A United States Holder may elect to include market discount in income on a current basis as it accrues (on either a ratable or constant-yield basis), in lieu of treating a portion of any gain realized on a sale of a debt security as ordinary income. If a United States Holder elects to include market discount on a current basis, the interest deduction deferral rule described above will not apply. Any accrued market discount on a foreign currency debt security that is currently includible in income will be translated into U.S. dollars at the average exchange rate for the accrual period (or portion thereof within the United States Holder’s taxable year). Any such election, if made, applies to all market discount bonds acquired by the taxpayer on or after the first day of the first taxable year to which such election applies and is revocable only with the consent of the IRS.

           Short-Term Debt Securities. The rules set forth above will also generally apply to debt securities having maturities of not more than one year, which we refer to as short-term debt securities, but with modifications, certain of which are summarized below:

          First, the OID Regulations treat none of the interest on a short-term debt security as qualified stated interest. Thus, all short-term debt securities will be original issue discount debt securities. OID will be treated as accruing on a short-term debt security ratably or, at the election of a United States Holder, under a constant yield method.

          Second, a United States Holder of a short-term debt security that uses the cash method of tax accounting and is not a bank, securities dealer, regulated investment company or common trust fund, and does not identify the short-term debt security as part of a hedging transaction, will generally not be required to include OID in income on a current basis. Such a United States Holder may be required to defer the deduction of interest paid or accrued on any indebtedness incurred or maintained to purchase or carry such debt security until the maturity of the debt security or its earlier disposition in a taxable transaction. In addition, such a United States Holder will be required to treat any gain realized on a sale, exchange or retirement of the debt security as ordinary income to the extent such gain does not exceed the OID accrued with respect to the debt security during the period the United States Holder held the debt security. Notwithstanding the foregoing, a cash-basis United States Holder of a short-term debt security may elect to accrue OID into income on a current basis (in which case the limitation on the deductibility of interest described above will not apply). A United

32

States Holder using the accrual method of tax accounting and certain cash-basis United States Holders (including banks, securities dealers, regulated investment companies and common trust funds) generally will be required to include OID on a short-term debt security in income on a current basis.

          Third, any United States Holder (whether cash or accrual basis) of a short-term debt security can elect to accrue the “acquisition discount,” if any, with respect to the debt security on a current basis. If such an election is made, the OID rules will not apply to the debt security. Acquisition discount is the excess of the remaining redemption amount of the debt security at the time of acquisition over the purchase price. Acquisition discount will be treated as accruing ratably or, at the election of the United States Holder, under a constant-yield method based on daily compounding.

          Finally, the market discount rules will not apply to a short-term debt security.

          Floating Rate Debt Securities and Other Debt Securities Providing for Contingent Payments. The Contingent Payment Regulations, which govern the tax treatment of Contingent Debt Obligations, generally require accrual of interest income on a constant-yield basis in respect of such obligations at a yield determined at the time of their issuance, and may require adjustments to such accruals when any contingent payments are made. Prospective purchasers of debt securities should carefully examine the accompanying prospectus supplement or applicable pricing supplements to see if we have determined that such debt securities constitute Contingent Debt Obligations. If we have, prospective purchasers should consult their own tax advisors with respect to the tax consequences to them of such obligations.

          Information Reporting and Backup Withholding. The issuing and paying agent will be required to file information returns with the IRS with respect to payments made to United States Holders of debt securities unless an exemption exists. In addition, United States Holders who are not exempt will be subject to backup withholding tax in respect of such payments if they do not provide their taxpayer identification numbers to the issuing and paying agent. All individuals are subject to these requirements. In general, corporations, tax-exempt organizations and individual retirement accounts are exempt from these requirements.

Tax Consequences to Non-United States Holders

          Under present United States federal income and estate tax law, and subject to the discussion below concerning backup withholding:

          (a) no withholding of United States federal income tax generally will be required with respect to the payment by us or any issuing and paying agent of principal or interest (which for purposes of this discussion includes OID) on a debt security owned by a Non-United States Holder, provided that (i) the beneficial owner does not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote within the meaning of section 871(h)(3) of the Code and the regulations thereunder, (ii) the beneficial owner is not a controlled foreign corporation that is related to us through stock ownership, (iii) the beneficial owner is not a bank whose receipt of interest on a debt security is described in section 881(c)(3)(A) of the Code, (iv) in the case of a registered debt security, the beneficial owner provides a statement signed under penalties of perjury that includes its name and address and certifies that it is a Non-United States Holder in compliance with applicable requirements, generally made, under current procedures, on IRS Form W-8BEN (or satisfies certain documentary evidence requirements for establishing that is it a Non-United States Holder), (v) neither we nor our paying agent has actual knowledge or reason to know that the beneficial owner of the note is a United States Holder, and (vi) in the case of payments of interest made after December 31, 2013 on debt securities issued after December 31, 2012, the holder has provided any required information with respect to its direct and indirect U.S. owners and, if the debt securities are held by or through a foreign financial institution, or FFI (as defined in the Code), the FFI has entered into an agreement with the U.S. government to collect and provide to the U.S. tax authorities information about its direct and indirect U.S. accountholders and investors, and the holder has provided any required information to the FFI;

          (b) a Non-United States Holder will generally not be subject to United States federal income tax on gain realized on the sale, exchange or redemption of a debt security, unless (i) such gain is effectively connected with the conduct by the holder of a trade or business in the United States, (ii) in the case of gain realized by an individual holder, the holder is present in the United States for 183 days or more in the taxable year of the retirement or disposition and certain other conditions are met or (iii) in the case of payments of gross proceeds made after December 31, 2014 on debt securities issued after December 31, 2012, the holder has provided any required information with respect to its direct and indirect U.S. owners and, if the debt securities are held by or through a FFI, the institution has entered into an agreement with the U.S. government to collect and provide to the U.S. tax authorities information about its direct and indirect U.S. accountholders and investors, and the holder has provided any required information to FFI;

          (c) a debt security beneficially owned by an individual who at the time of death is a Non-United States Holder will generally not be subject to United States federal estate tax as a result of such individual’s death, provided that such individual does not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote within the meaning of section 871(h)(3) of the Code and provided that the interest payments with respect to such debt

33

security would not have been, if received at the time of such individual’s death, effectively connected with the conduct of a United States trade or business by such individual.

          If a Non-United States Holder is subject to withholding at a rate in excess of a reduced rate for which such holder is eligible under a tax treaty or otherwise, such holder may be able to obtain a refund of or credit for any amounts withheld in excess of the applicable rate. Investors are encouraged to consult with their own tax advisors regarding the possible implications of these withholding requirements on their investment in the debt securities.

          Notwithstanding the foregoing, a Non-United States Holder generally will be taxed in the same manner as a United States Holder with respect to interest income that is effectively connected with its U.S. trade or business. In addition, under certain circumstances, effectively connected interest income of a corporate Non-United States Holder may be subject to a “branch profits” tax imposed at a 30% rate. A Non-United States Holder with effectively connected income will, however, generally not be subject to withholding tax on interest income if, under current procedures, it delivers a properly completed IRS Form W-8ECI.

          United States information reporting requirements and backup withholding tax will not apply to payments on a debt security if the beneficial owner (1) certifies its Non-United States Holder status under penalties of perjury, generally made, under current procedures, on IRS Form W-8BEN, or satisfies documentary evidence requirements for establishing that it is a Non-United States Holder, or (2) otherwise establishes an exemption.

          Information reporting requirements will generally not apply to any payment of the proceeds of the sale of a debt security effected outside the United States by a foreign office of a foreign broker, provided that such broker derives less than 50% of its gross income for particular periods from the conduct of a trade or business in the United States, is not a controlled foreign corporation for United States federal income tax purposes, and is not a foreign partnership that, at any time during its taxable year, is 50% or more, by income or capital interest, owned by United States persons or is engaged in the conduct of a United States trade or business.

          Backup withholding tax will generally not apply to the payment of the proceeds of the sale of a debt security effected outside the United States by a foreign office of any broker. However, information reporting requirements will be applicable to such payment unless (1) such broker has documentary evidence in its records that the beneficial owner is a Non-United States Holder and other conditions are met or (2) the beneficial owner otherwise establishes an exemption. Information reporting requirements and backup withholding tax will apply to the payment of the proceeds of a sale of a debt security by the U.S. office of a broker, unless the beneficial owner certifies its Non-United States Holder status under penalties of perjury or otherwise establishes an exemption.

          For purposes of applying the above rules for Non-United States Holders to an entity that is treated as a pass-through entity, such as a partnership or trust, the beneficial owner means each of the ultimate beneficial owners of the entity.

          The rules regarding withholding, backup withholding and information reporting for Non-United States Holders are complex, may vary depending on a holder’s particular situation, and are subject to change. In addition, special rules apply to certain types of Non-United States Holders including partnerships, trusts and other entities treated as pass-through entities for United States federal income tax purposes. Non-United States Holders should accordingly consult their own tax advisors as to the specific methods to use and forms to complete to satisfy these rules.

European Union Directive on Taxation of Certain Interest Payments

          Under Council Directive 2003/48/EC on the taxation of savings income (the “Directive”), each Member State of the European Union is required to provide to the tax authorities of another Member State details of payments of interest or other similar income paid by a person within its jurisdiction to, or secured by such a person for, an individual beneficial owner resident in, or certain limited types of entity established in, that other Member State. However, for a transitional period, Austria and Luxembourg will (unless during such period they elect otherwise) instead operate a withholding system in relation to such payments. Under such a withholding system, the beneficial owner of the interest payment must be allowed to elect that certain provision of information procedures should be applied instead of withholding. The rate of withholding is 35%. The transitional period is to terminate at the end of the first full fiscal year following agreement by certain non-EU countries to exchange of information procedures relating to interest and other similar income.

          A number of non-EU countries and certain dependent or associated territories of certain Member States have adopted similar measures (either provision of information or transitional withholding) in relation to payments made by a person within their respective jurisdictions to, or secured by such a person for, an individual beneficial owner resident in, or certain limited types of entity established in, a Member State. In addition, the Member States have entered into provision of information or transitional withholding arrangements with certain of those countries and territories in relation to payments made by a person in a Member State to, or secured by such a person for, an individual beneficial owner resident in, or certain limited types of entity established in, one of those countries or territories.

34

          A proposal for amendments to the Directive has been published, including a number of suggested changes which, if implemented, would broaden the scope of the rules described above. Investors who are in any doubt as to their position should consult their professional advisers.

35

PLAN OF DISTRIBUTION

          We may sell the debt securities or warrants to purchase debt securities from time to time in one or more of the following ways:

	•	through underwriters or dealers;
	•	directly to one or more purchasers;
	•	through agents; or
	•	through a combination of any such methods of sale.
The prospectus supplement or an applicable pricing supplement with respect to the offered securities will set forth the terms of the offering, including:
	•	the name or names of any underwriters or agents;
	•	the purchase price of the offered securities and the proceeds to us from their sale;
	•	any underwriting discounts or sales agents’ commissions and other items constituting underwriters’ or agents’ compensation;
	•	any initial public offering price;
	•	any discounts or concessions allowed or reallowed or paid to dealers; and
	•	any securities exchanges on which those securities may be listed.

          Only underwriters or agents named in the accompanying prospectus supplement or applicable pricing supplement are deemed to be underwriters or agents in connection with the securities offered thereby.

          If underwriters are used in the sale, the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase those securities will be subject to certain conditions precedent, and unless otherwise specified in the accompanying prospectus or an applicable prospectus supplement, the underwriters will be obligated to purchase all the securities of the series offered by such accompanying prospectus supplement or applicable pricing supplement relating to that series if any of such securities are purchased. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

          We may also sell securities directly or through agents we designate from time to time. Any agent involved in the offering and sale of the offered securities will be named in the accompanying prospectus supplement or applicable pricing supplement, and any commissions payable by us to that agent will be set forth in the accompanying prospectus supplement or applicable pricing supplement. Unless otherwise indicated in such accompanying prospectus supplement or applicable pricing supplement, any agent will be acting on a best efforts basis for the period of its appointment.

          If so indicated in an accompanying prospectus supplement or applicable pricing supplement, we will authorize agents, underwriters or dealers to solicit offers by certain institutional investors to purchase securities, which offers provide for payment and delivery on a future date specified in such accompanying prospectus supplement or applicable pricing supplement. There may be limitations on the minimum amount that may be purchased by any such institutional investor or on the portion of the aggregate principal amount of the particular securities that may be sold pursuant to these arrangements.

          Institutional investors to which offers may be made, when authorized, include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and such other institutions as may be approved by us. The obligations of any purchasers pursuant to delayed delivery and payment arrangements will only be subject to the following two conditions:

• the purchase by an institution of the particular securities will not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which that institution is subject; and

• if the particular securities are being sold to underwriters, we shall have sold to such underwriters the total principal amount of those securities less the principal amount thereof covered by such arrangements.

36

          Underwriters will not have any responsibility in respect of the validity of these arrangements or the performance of us or institutional investors thereunder.

          In connection with an offering of debt securities, underwriters may purchase and sell debt securities in the open market. These transactions may include over-allotment, syndicate covering transactions and stabilizing transactions. Over-allotment involves sales of debt securities in excess of the principal amount of debt securities to be purchased by the underwriters in an offering, which creates a short position for the underwriters. Covering transactions involve purchases of the debt securities in the open market after the distribution has been completed in order to cover short positions. Stabilizing transactions consist of certain bids or purchases of debt securities made for the purpose of preventing or retarding a decline in the market price of the debt securities while the offering is in progress. Any of these activities may have the effect of preventing or retarding a decline in the market price of the debt securities being offered. They may also cause the price of the debt securities being offered to be higher than the price that otherwise would exist in the open market in the absence of these transactions. The underwriters may conduct these transactions in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

          Underwriters and agents may be entitled under agreements entered into with us to indemnification by us against civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments that the underwriters or agents may be required to make in that respect. Underwriters and agents or their affiliates may engage in transactions with, or perform services for, us and our affiliates, including American Express Company, in the ordinary course of business.

LEGAL MATTERS

          The validity of the securities will be passed upon for us by David S. Carroll, Counsel of American Express Credit Corporation. Unless otherwise stated in the accompanying prospectus supplement or applicable pricing supplement, certain legal matters will be passed upon for any underwriters or agents by Cleary Gottlieb Steen & Hamilton LLP, New York, New York. Cleary Gottlieb Steen & Hamilton LLP has from time to time acted as counsel for American Express Company, American Express Credit Corporation and their respective subsidiaries and affiliates and may do so in the future.

EXPERTS

          The financial statements, incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2011, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in accounting and auditing.

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PART II—INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

          The following is a statement of the estimated expenses (other than underwriting compensation) to be incurred by us in connection with a distribution of an assumed amount of $25,000,000,000 of securities registered under this registration statement. The assumed amount has been used to demonstrate the expenses of an offering and does not represent an estimate of the amount of securities that may be registered or distributed because such amount is unknown at this time.

SEC registration fee	$	0	*
Printing and engraving expenses		500,000
Legal fees and expenses		500,000
Blue Sky fees and expenses		10,000
Accounting fees and expenses		400,000
Fees and expenses of trustee and warrant agent		400,000
Fees of Rating Agencies		8,000,000
Miscellaneous		190,000
Total	$	10,000,000

* Deferred in accordance with Rules 456(b) and 457(r).

Item 15. Indemnification of Directors and Officers.

          Our by-laws require us to indemnify our directors and officers to the extent permitted by Delaware law. In addition, American Express Company has purchased insurance policies, which provide coverage for our directors and officers in certain situations where we cannot directly indemnify our directors or officers.

          The form Underwriting Agreements filed as Exhibits 1(a) and 1(b) to this Registration Statement and the form Agency Agreement filed as Exhibit 1(c) to this Registration Statement provide for indemnification of, or contribution to, directors and officers of the Company by the underwriters and agents against certain liabilities under the Securities Act of 1933, as amended, in certain instances.

Item 16. Exhibits.

          The “Exhibit Index” on pages II-4 and II-5 is hereby incorporated by reference.

Item 17. Undertakings.

The undersigned Registrant hereby undertakes:

          (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

                    (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

                    (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

                    (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(i), (a)(ii) and (a)(iii) above do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

II-1

          (b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

          (d) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

                    (i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

                    (ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

          (e) That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the Registrant undertakes that in a primary offering of securities of the Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

                    (i) Any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 424;

                    (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;

                    (iii) The portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and

                    (iv) Any other communication that is an offer in the offering made by the Registrant to the purchaser.

          (f) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (g) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

          (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, that the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

II-2

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware on the 18th day of June, 2012.

AMERICAN EXPRESS CREDIT CORPORATION
By:	*
	David L. Yowan
	Chief Executive Officer

          Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on the 18th day of June, 2012.

	Signature	Title
	*
		Chairman, Chief Executive Officer and Director
	David L. Yowan
	*
		Vice President and Chief Accounting Officer
	Kimberly R. Scardino
	*
		Chief Financial Officer and Director
	Anderson Y. Lee
	*
		Director
	Peter C. Sisti
*By	/s/ Carol V. Schwartz
	Carol V. Schwartz
	Attorney-in-fact

II-3

EXHIBIT INDEX

Exhibit
1(a)	—	Form of Underwriting Agreement for Warrants to Purchase Debt Securities**
1(b)	—	Agency Agreement, dated as of June 18, 2012, by and among the Company, Barclays Capital Inc., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, CastleOak Securities, L.P., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Lebenthal & Co., LLC, Lloyds Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mischler Financial Group, Inc., Mitsubishi UFJ Securities (USA), Inc., Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, RBS Securities Inc., Samuel A. Ramirez & Company, Inc., UBS Securities LLC, U.S. Bancorp Investments, Inc., Wells Fargo Securities, LLC and The Williams Capital Group, L.P., relating to the Medium-Term Senior Notes, Series E*
1(c)	—	Selling Agent Agreement, dated as of June 18, 2012, by and among the Company, Incapital LLC, Citigroup Global Markets Inc., Fidelity Capital Markets, a division of National Financial Services, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Advisors, LLC, relating to the InterNotes*
4(a)	—	Indenture, dated as of June 9, 2006, between the Company and The Bank of New York Mellon, as trustee, incorporated by reference to Exhibit 4(a) to Registrant’s Registration Statement on Form S-3 filed June 16, 2009 (No. 333-160018)
4(b)	—	Form of Note with optional redemption provisions, incorporated by reference to Exhibit 4(c) to Registrant’s Registration Statement on Form S-3 filed on June 9, 2006 (No. 333-134864)
4(c)	—	Form of Note with optional redemption and sinking fund provisions, incorporated by reference to Exhibit 4(d) to Registrant’s Registration Statement on Form S-3 filed on June 9, 2006 (No. 333-134864)
4(d)	—	Form of Original Issue Discount Note with optional redemption provisions, incorporated by reference to Exhibit 4(e) to Registrant’s Registration Statement on Form S-3 filed on June 9, 2006 (No. 333-134864)
4(e)	—	Form of Zero Coupon Note with optional redemption provisions, incorporated by reference to Exhibit 4(f) to Registrant’s Registration Statement on Form S-3 filed on June 9, 2006 (No. 333-134864)
4(f)	—	Form of Variable Rate Note with optional redemption and repayment provisions, incorporated by reference to Exhibit 4(g) to Registrant’s Registration Statement on Form S-3 filed on June 9, 2006 (No. 333-134864)
4(g)	—	Form of Extendible Note with optional redemption and repayment provisions, incorporated by reference to Exhibit 4(h) to Registrant’s Registration Statement on Form S-3 filed on June 9, 2006 (No. 333-134864)
4(h)	—	Form of Warrant Agreement**
4(i)	—	Form of Permanent Global Registered Fixed Rate Medium-Term Senior Note, Series E*
4(j)	—	Form of Permanent Global Registered Floating Rate Medium-Term Senior Note, Series E*
4(k)	—	Form of Monthly Extendible Note**
4(l)	—	Form of Medium-Term Note-Master Note relating to the Company’s InterNotes® program*
5	—	Opinion and Consent of David S. Carroll, Esq.*
12.1	—	Computation in support of ratio of earnings to fixed charges of the Company (incorporated by reference to Exhibit 12.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and Exhibit 12.1 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2012)
12.2	—	Computation in support of ratio of earnings to fixed charges of American Express Company (incorporated by reference to Exhibit 12.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and Exhibit 12.2 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2012)
23(a)	—	Consent of Counsel (included in Exhibit 5)*
23(b)	—	Consent of PricewaterhouseCoopers LLP*
24(a)	—	Power of Attorney*
25(a)	—	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Bank of New York Mellon*

II-4

*	Filed herewith.
**	To be filed prior to or in connection with the first offering contemplated by such agreement as an exhibit to a Current Report on Form 8-K and incorporated herein by reference.

II-5

EX-1.(B)

Exhibit 1(b)

American Express Credit Corporation

Medium-Term Senior Notes, Series E

AGENCY AGREEMENT

June 18, 2012                 

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

BNP Paribas Securities Corp.

787 Seventh Avenue

New York, New York 10019

BNY Mellon Capital Markets, LLC

32 Old Slip, 16th Floor

New York, New York 10286

CastleOak Securities, L.P.

110 East 59th Street, 2nd Floor

New York, New York 10022

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010

Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Goldman, Sachs & Co.

200 West Street

New York, New York 10282

HSBC Securities (USA) Inc.

452 Fifth Avenue

New York, New York 10018

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Lebenthal & Co., LLC

521 Fifth Avenue, 15th Floor

New York, New York 10175

Lloyds Securities Inc.

1095 Avenue of the Americas

New York, New York 10036

Merrill Lynch, Pierce, Fenner & Smith

                     Incorporated

Bank of America Tower

One Bryant Park

New York, New York 10036

Mischler Financial Group, Inc.

One Stamford Landing, Suite 104

62 Southfield Avenue

Stamford, Connecticut 06902

Mitsubishi UFJ Securities (USA), Inc.

1633 Broadway, 29th Floor

New York, New York 10019

Mizuho Securities USA Inc.

320 Park Avenue, 12th Floor

New York, New York 10022

Morgan Stanley & Co. LLC

1585 Broadway, 29th Floor

New York, New York 10036

RBC Capital Markets, LLC

Three World Financial Center

200 Vesey Street

New York, New York 10281

RBS Securities Inc.

600 Washington Boulevard

Stamford, Connecticut 06901

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Samuel A. Ramirez & Company, Inc.

61 Broadway, 29th Floor

New York, New York 10006

UBS Securities LLC

677 Washington Boulevard

Stamford, Connecticut 06901

U.S. Bancorp Investments, Inc.

214 N. Tryon Street, 26th Floor

Charlotte, North Carolina 28202

Wells Fargo Securities, LLC

301 South College Street, D1053-060

Charlotte, North Carolina 28288

The Williams Capital Group, L.P.

650 Fifth Avenue, 11th Floor

New York, New York 10019

Ladies and Gentlemen:

                    American Express Credit Corporation, a Delaware corporation (the “Company”), proposes to issue and sell from time to time its Medium-Term Senior Notes, Series E, with maturities of nine months or more from date of issue (the “Notes”) in an unlimited aggregate principal amount and agrees with each of you (individually, an “Agent” and collectively, the “Agents”) as set forth in this Agreement.

                    Subject to the terms and conditions stated herein and to the reservation by the Company of the right to sell its Notes directly on its own behalf and to designate or select additional agents pursuant to Section 3 hereof, the Company hereby (i) appoints each of the Agents as an agent of the Company for the purpose of soliciting and receiving offers to purchase Notes from the Company and (ii) agrees that whenever the Company determines to sell Notes directly to any Agent as principal it will enter into a separate agreement (each, a “Terms Agreement”), oral (and confirmed in writing by facsimile transmission or otherwise) or in writing, with respect to such information (as applicable) as specified in Annex I hereto, relating to such sale in accordance with Section 2(b) hereof.

                    The Notes will be issued from time to time pursuant to an indenture, dated as of June 9, 2006, between the Company and The Bank of New York Mellon (formerly known as The Bank of New York, together with such other trustee as may be named for the Notes, being hereafter referred to as the “Trustee”) (as the same may be supplemented or amended by one or more indentures supplemental thereto, the “Indenture”), in minimum denominations of $100,000 and in denominations exceeding such amount in integral multiples of $1,000. The Notes shall

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have the maturity ranges and other terms set forth in the Prospectus (as hereinafter defined) as it may be supplemented from time to time by an applicable Pricing Supplement (as hereinafter defined). The Notes will be issued, and the terms and rights thereof established, from time to time by the Company in accordance with both the Indenture and the administrative procedures attached hereto as Annex II as amended from time to time by written agreement between the Agents and the Company (the “Procedures”) and, if applicable, as specified in a related Terms Agreement.

                    Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement or any Pricing Supplement (each, as defined below) shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the most recent date and time that the Registration Statement, any post-effective amendment or amendments thereto became or become effective (the “Effective Date”) or the issue date of the Base Prospectus, the Prospectus Supplement or any Pricing Supplement, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Prospectus Supplement or any Pricing Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, the Prospectus Supplement or any Pricing Supplement, as the case may be, deemed to be incorporated therein by reference. Definitions of certain capitalized terms used in this Agreement are set forth in Section 16 hereof.

                    1. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, each Agent as follows:

          (a) The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission an automatic shelf registration statement, as defined in Rule 405 (File No. 333-     ), including a related base prospectus dated June 18, 2012 (the “Base Prospectus”), for registration under the Act of the offering and sale of the Notes. Such automatic shelf registration statement, including exhibits and financial statements but excluding all Forms T-1, the prospectus supplement, dated June 18, 2012 relating to the Notes filed with the Commission pursuant to Rule 424(b) under the Securities Act (the “Prospectus Supplement, and together with the Base Prospectus, the “Prospectus”), and any other prospectus supplement or pricing supplement relating to the Notes that is filed with the Commission pursuant to Rule 424(b) and deemed part of such automatic shelf registration statement pursuant to Rule 430B, as amended on each Effective Date is referred to herein as the “Registration Statement”. Such Registration Statement, including any amendments thereto filed prior to the date of this Agreement, became effective upon filing. As filed, the Prospectus Supplement shall contain all information required by the Act and the rules thereunder, and, except to the extent the Agents shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the date of this Agreement, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus) as the Company has advised you, prior to the date of this Agreement, will be included therein; provided that the terms of a particular offering of the Notes will be set forth in a supplement to the Prospectus Supplement (a “Pricing Supplement”) which the Company will file with the Commission in accordance with Rule 424(b). The

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Registration Statement, as of the date of this Agreement, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the date of this Agreement;

          (b) On each Effective Date, the Registration Statement did, and when the Prospectus Supplement is first filed in accordance with Rule 424(b) and at the Time of Delivery, the Prospectus Supplement (and any supplement thereto) will, comply in all material respects with the requirements of the Act, the Exchange Act and the Trust Indenture Act and the respective rules thereunder; on each Effective Date and at the time sales of a particular offering of the Notes are confirmed (the “Time of Sale”), the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on each Effective Date and at each Time of Delivery, the Indenture did or will comply in all material respects with the requirements of the Trust Indenture Act and the rules thereunder; and on the date of any filing pursuant to Rule 424(b) and at the Closing Date and at the Time of Delivery the applicable Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement that shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) the information contained in or omitted from any document in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Agent specifically for inclusion in such document.

          (c) As of the Time of Sale, the Disclosure Package (as hereinafter defined), including the applicable term sheet, when considered as a whole, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished in writing to the Company by or on behalf of any Agent specifically for inclusion therein.

          (d) (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Notes in reliance on the exemption in Rule 163, and (iv) at the applicable Time of Sale (with such date being used as the determination date for purposes of this clause (iv)), the Company was or is (as the case may be) a “well-known seasoned issuer” as defined in Rule 405.

          (e) (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of

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Rule 164(h)(2)) of the Notes and (ii) as of the applicable Time of Sale (with such date being used as the determination date for purposes of this clause (ii)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an Ineligible Issuer.

          (f) Each Issuer Free Writing Prospectus does not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from the applicable Disclosure Package based upon and in conformity with written information furnished in writing to the Company by any Agent specifically for inclusion therein.

          (g) The consolidated historical financial statements and schedules of the Company included or incorporated by reference in the Registration Statement, the Prospectus and the applicable Disclosure Package present fairly, and the consolidated historical financial statements and schedules of the Company included in the Prospectus will present fairly, in all material respects the financial condition, the results of operations and cash flows of the Company as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of the Act and have been prepared in conformity with generally accepted accounting principles, applied on a consistent basis throughout the periods involved (except as otherwise noted therein).

          (h) PricewaterhouseCoopers LLP, which has certified certain financial statements of the Company and its consolidated subsidiaries and delivered its report with respect to the audited consolidated financial statements and schedules included in the Prospectus, is an independent public accountant with respect to the Company within the meaning of the Act and the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States).

          (i) The Indenture and the Notes have been duly authorized; the Indenture has been duly qualified under the Trust Indenture Act; and the Indenture has been duly executed and delivered and constitutes, and the Notes, when duly executed, authenticated, issued and delivered as contemplated hereby and by the Indenture will constitute, valid and legally binding obligations of the Company in accordance with their respective terms subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether such enforceability is considered in a proceeding in equity or at law; and the Notes and the Indenture conform in all material respects to the descriptions thereof in the Prospectus and the applicable Pricing Supplement.

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          (j) Subsequent to the respective dates as of which information contained in the Registration Statement or the Prospectus is given, except as disclosed in the applicable Disclosure Package, (i) there has not been any material adverse change in the condition (financial or other), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, (ii) neither the Company nor any of its subsidiaries has entered into any transaction not in the ordinary course of business material to the Company and its subsidiaries, taken as a whole, and (iii) neither the Company nor any of its subsidiaries has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business that are material in relation to the Company and its subsidiaries, taken as a whole.

          (k) Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Registration Statement, the Prospectus and the applicable Disclosure Package; and each of the Company and its subsidiaries is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction that, in the opinion of counsel for the Company, requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole.

          (l) Neither the issue and sale of the Notes nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to (i) the charter or by-laws of the Company or any of its subsidiaries, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or bound or to which its or their property is subject, or (iii) to the best knowledge of the Company, any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except, in the case of (ii) or (iii), where such conflict, breach or imposition of any lien, charge or encumbrance would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole.

          (m) To the best knowledge of the Company, no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property is pending or threatened that (i) could reasonably be expected to have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (ii) could reasonably be expected to have a material adverse effect on the condition

7

(financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the applicable Disclosure Package.

          (n) Neither the Company nor any subsidiary is in violation or default of (i) any provision of its charter or bylaws, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except, in the case of (ii) and (iii), where such violation or default would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole.

          (o) All of the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and are owned by a wholly-owned subsidiary of American Express Company, a New York corporation (“American Express”), free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances, and all of the outstanding shares of capital stock of such subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and are owned by American Express free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances.

          (p) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, except such as have been obtained under the Act and the Trust Indenture Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Notes by the Agents in the manner contemplated herein.

          (q) Compliance by the Company and its subsidiaries with all of the provisions of the agreements, to which they are respectively subject, in connection with the purchase of receivables from various subsidiaries of American Express (such agreements being herein referred to as the “Receivables Agreements”), will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result (except as contemplated thereby) in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company, any of its subsidiaries, American Express or any subsidiary of American Express that is a party to any of the Receivables Agreements, pursuant to the terms of any agreement or instrument to which the Company, any of its subsidiaries, American Express or any subsidiary of American Express that is a party to any of the Receivables Agreements is now or at the applicable Time of Sale or the applicable Time of Delivery will be a party, except in the case of (A) any subsidiary of the Company, to the extent any such conflict, breach, default or lien,

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charge or encumbrance would not be material to the Company and its subsidiaries taken as a whole or (B) American Express or any subsidiary of American Express that is a party to any of the Receivables Agreements (other than subsidiaries of the Company), to the extent any such conflict, breach, default or lien, charge or encumbrance would not be material to American Express or any such subsidiary, as the case may be.

          (r) The Receivables Agreements conform in all material respects to the descriptions thereof included in the Registration Statement, the Prospectus and the applicable Disclosure Package and, at the Time of Delivery, the Receivables Agreements will conform in all material respects to the descriptions thereof included in the Prospectus.

          (s) The Receivables Agreements to which the Company is a party have been duly authorized, executed and delivered by each party thereto, constitute valid and legally binding instruments enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors’ rights generally and general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law, and no defaults exist in the performance by the parties thereto of any obligation, agreement or condition contained therein.

          (t) The Receivables Agreements to which any subsidiary of the Company is a party have been duly authorized, executed and delivered by each party thereto, constitute valid and legally binding instruments enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors’ rights generally and general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and no defaults exist in the performance by the parties thereto of any obligation, agreement or condition contained therein, except to the extent that the failure of any such Receivables Agreements to which any such subsidiary of the Company is party to be duly authorized, executed or delivered, to constitute valid and legally binding instruments enforceable in accordance with its terms or any default in the performance by the parties thereto would not be material to the Company and its subsidiaries, taken as a whole.

          (u) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective.

          (v) The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset

9

accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

          (w) There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Any certificate signed by any officer of the Company and delivered to the Agents or Counsel for the Agents in connection with the offering of the Notes shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Agent.

          2. Solicitations by the Agents of Offers to Purchase; Purchases as Principal.

          (a) Solicitations as Agent. On the basis of the representations and warranties, and subject to the terms and conditions herein set forth, each Agent hereby agrees, as an agent of the Company, to use its reasonable best efforts when requested by the Company to solicit and receive offers to purchase Notes from the Company upon the terms and conditions set forth in the Prospectus from time to time as amended or supplemented by an applicable Pricing Supplement or otherwise. No Agent shall otherwise employ, pay or compensate any other person to solicit offers to purchase the Notes or to perform any of its functions as agent without the prior written consent of the Company.

          Following the date of this Agreement, the Company shall notify each Agent from time to time as to the commencement of a period during which the Notes may be offered and sold by the Agents. On the basis of the representations and warranties, and subject to the terms and conditions set forth herein, each Agent agrees to use its reasonable best efforts to solicit offers to purchase Notes from the Company upon the terms and conditions set forth in the Prospectus (and any supplement thereto) and in the Procedures. Each Agent shall communicate to the Company, orally or in writing, each reasonable offer or indication of interest to purchase Notes received by such Agent as Agent. The Company shall have the sole right to accept offers to purchase the Notes and may reject any such offer in whole or in part. Each Agent shall have the right to reject, in its discretion reasonably exercised, any offer received by it to purchase the Notes, in whole or in part, and any such rejection shall not be deemed a breach of its agreements contained herein. In soliciting offers to purchase the Notes in its capacity as agent of the Company, each Agent is acting solely as agent for the Company, and not as principal, and does not assume any obligation toward or relationship of agency or trust with any purchaser of the Notes (other than any such obligation or relationship which the Agent assumes independently of this Agreement). Each Agent shall make reasonable efforts to

10

assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Agent and accepted by the Company, but such Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Except as provided in Section 2(b) and 2(c) below, under no circumstances will any Agent be obligated to purchase any Notes for its own account. It is understood and agreed, however, that any of you may purchase Notes as principal pursuant to Section 2(b) and Section 2(c) below, as applicable.

                    The Company reserves the right, in its sole discretion, to instruct each Agent to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase the Notes. As soon as practicable, but in any event not later than the next Business Day after receipt of such notice from the Company, each Agent will suspend solicitation of offers to purchase Notes from the Company until such time as the Company has advised it that such solicitation may be resumed. For the purpose of the foregoing sentence, “Business Day” shall mean any day that is not a Saturday or Sunday and that, in the City of New York, New York and in the State of Delaware (and, with respect to LIBOR Notes (as defined in the Prospectus), the City of London) is not a day on which banking institutions are generally authorized or obligated by law to close.

                    The Company agrees to pay each Agent a commission at the time of settlement of any sale of a Note by the Company as a result of a solicitation made by such Agent, at a rate to be agreed upon by the Agents and the Company between 1 and 75 basis points (as a percentage of the principal amount of Notes sold by such Agent). The Agents may re-allow any portion of the commission payable to them pursuant hereto to dealers in connection with the offer and sale of any Notes on an agency basis.

                    As Agents, you are authorized to solicit offers to purchase the Notes only in denominations of $100,000 or any amount in excess thereof that is an integral multiple of $1,000.

          (b) Purchases as Principal. Each sale of Notes to any Agent as principal, for resale to one or more investors or to another broker-dealer (acting as principal for purposes of resale), shall be made in accordance with the terms of this Agreement and a Terms Agreement, whether oral (and confirmed in writing by facsimile transmission or otherwise) or in writing, which will provide for the sale of such Notes to, and the purchase thereof by, such Agent. A Terms Agreement may also specify certain provisions relating to the re-offering of such Notes by such Agent. The commitment of such Agent to purchase Notes of the Company pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the principal amount of Notes of the Company to be purchased by an Agent pursuant thereto, the price to be paid to the Company for such Notes, any provisions relating to rights of, and default by, underwriters acting together with such Agent in the re-offering of the Notes, and the time and date and place of delivery of and payment for such Notes. Such Terms Agreement shall also

11

specify any requirements for opinions of counsel, officers’ certificates and letters from the independent public accountants of the Company pursuant to Section 4 hereof.

                    An Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased.

          (c) Procedures. Procedural details relating to the issue and delivery of Notes, the solicitation of offers to purchase, and purchases by any Agent as principal of Notes, and the payment in each case therefor, shall be as set forth in the Procedures. Each Agent and the Company agree to perform the respective duties and obligations specifically provided to be performed by each of them in the Procedures. The Company will furnish to the Trustee a copy of the Procedures as from time to time in effect. The Procedures may be amended only by written agreement of the Company and the Agents.

          (d) Delivery of Documents at Closing Date. The documents required to be delivered pursuant to Section 6 hereof shall be delivered at the office of Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, New York 10006, at 9:30 a.m., New York City time, on the date of this Agreement, which date and time of such delivery may be postponed by agreement between the Agents and the Company but in no event shall be later than the day prior to the date on which solicitation of offers to purchase Notes is first commenced (such time and date being referred to herein as the “Closing Date”).

                    3. Additional Agent. Notwithstanding anything to the contrary contained herein, the Company may authorize any other person, partnership or corporation (an “Additional Agent”) to act as its agent to solicit offers for the purchase of all or part of the Notes of the Company and the Company shall give the Agents prompt notice of such authorization; provided, however, any Additional Agent shall execute this Agreement and become a party hereto and thereafter the term Agent as used in this Agreement shall mean the Agents and such Additional Agent.

                    4. Covenants and Agreements of the Company. The Company covenants and agrees with each Agent as follows:

          (a) The Company will furnish to the Agents copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus by an Agent or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of the Prospectus, each Pricing Supplement and each Issuer Free Writing Prospectus and any supplement thereto as the Agents may reasonably request;

          (b) The Company will prepare a Pricing Supplement with respect to any Notes to be offered and sold to or through the Agents pursuant to Section 2(a) or Section 2(b) of this Agreement and, after approval of each such Pricing Supplement by the Agents participating in the applicable offering, to file such Pricing Supplement with the Commission pursuant to and in accordance with Rule 424(b) under the Act;

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          (c) With respect to any Notes to be offered and sold to or through the Agents pursuant to Section 2(a) or Section 2(b) of this Agreement, but only if requested by the Agents prior to the Time of Sale, the Company will prepare a final term sheet relating to such Notes in a form approved by the relevant Agents and the Company and file such final term sheet pursuant to Rule 433(d) under the Act within the time required by such rule. The Company will, if required by Rule 430B(h) under the Act, prepare a form of prospectus in a form approved by the Agents and file such form of prospectus pursuant to Rule 424(b) under the Act not later than may be required by Rule 424(b) under the Act; and the Company will make no further amendment or supplement to such form of prospectus that shall be disapproved by the Agents promptly after reasonable notice thereof;

          (d) Prior to the termination of any offering of the Notes pursuant to Section 2(a) or Section 2(b) of this Agreement, if there occurs an event or development as a result of which the applicable Disclosure Package would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will notify promptly the Agents participating in the applicable offering so that any use of such Disclosure Package may cease until it is amended or supplemented;

          (e) The Company will advise each Agent promptly of any proposal to amend or supplement the Registration Statement or the Prospectus or to file an Issuer Free Writing Prospectus, and the Company will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement (other than an amendment or supplement to be made pursuant to incorporation by reference of a document filed under the Exchange Act, any Pricing Supplement or an amendment or supplement relating solely to an offering of securities other than the Notes), and if the Company effects any amendment or supplementation of the Registration Statement or the Prospectus, or files an Issuer Free Writing Prospectus, to which an Agent objects, such Agent shall be relieved of its obligations under Section 2(a) to solicit offers to purchase the Notes until such time as the Company shall have filed such further amendments or supplements such that such Agent is reasonably satisfied with the Registration Statement or Prospectus, as the case may be, as then amended or supplemented, or Issuer Free Writing Prospectus;

          (f) If, at any time when a prospectus relating to the Notes is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Prospectus, as then amended or supplemented, or the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement or amend or supplement the Prospectus or the Disclosure Package to comply with the Act or the Exchange Act or the respective rules and regulations thereunder, including in connection with use or delivery of the Prospectus, the Company promptly will (1) notify the Agents (which notification shall be by telephone and confirmed in writing) to promptly suspend solicitation of purchases of the Notes, (2) if the Company shall decide to amend or supplement the Registration Statement, the

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Prospectus or the Disclosure Package, as the case may be, or to file a new registration statement, to promptly advise the Agents by telephone (with confirmation in writing) and to promptly prepare and file with the Commission such amendment or supplement or new registration statement that will correct such statement or omission or effect such compliance, (3) use its best efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Prospectus and (4) supply any amended or supplemented Prospectus or Disclosure Package to the Agents in such quantities as they may reasonably request. If such amendment or supplement, and any documents, certificates, opinions and letters furnished to the Agents pursuant to this Section 4 in connection with the preparation and filing of such amendment or supplement, are reasonably satisfactory in all respects to such Agents, upon the filing of such amendment or supplement with the Commission or effectiveness of an amendment to the Registration Statement, as the case may be, the applicable Agents will resume solicitation of offers to purchase Notes hereunder. Notwithstanding the foregoing, the Company shall not be required to comply with the provisions of this subsection (f) during any period from the time any Agent shall have been notified to suspend the solicitation of offers to purchase the Notes in its capacity as Agent (whether under this subsection (f) or otherwise under this Agreement) to the time the Company shall determine that solicitation of offers to purchase the Notes should be resumed; provided that, if any Agent holds any Notes as principal purchased pursuant to a Terms Agreement or otherwise pursuant to this Agreement, the Company shall comply with the provisions of this subsection (f) during the period when a Prospectus is required to be delivered pursuant to the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Act).

          (g) The Company will promptly advise the Agents (1) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), (2) when, prior to termination of any offering of Notes pursuant to Section 2(a) or Section 2(b) of this Agreement, any amendment to the Registration Statement shall have been filed or become effective, (3) of any request by the Commission or its staff for any amendment of the Registration Statement, or for any amendment or supplement to the Prospectus or for any additional information, (4) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice that would prevent its use or the institution or threatening of any proceeding for that purpose and (5) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose;

          (h) If, during the period referred to in (g) above, the Commission shall threaten or initiate any stop order proceeding in respect of the Registration Statement, the Company will use its reasonable efforts to prevent the issuance of any such stop order or to obtain the withdrawal of such order as soon as possible, unless the Company shall, in its sole judgment, determine that it is in the Company’s best interest not to do so;

          (i) The Company will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act;

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          (j) The Company will notify immediately each Agent of any downgrading in the rating of any debt securities of the Company or any proposal to downgrade the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading of such rating), as soon as the Company learns of such downgrading, proposal to downgrade or public announcement;

          (k) So long as any of the Notes are outstanding, the Company agrees to furnish to the Agents upon their request (i) copies of any reports furnished to the Company’s security holders generally (other than reports made solely to American Express or American Express Travel Related Services Company, Inc.) and (ii) any reports and financial statements filed by or on behalf of the Company with the Commission or any national securities exchange;

          (l) The Company agrees to arrange, if necessary, to qualify the Notes for sale under the securities laws of such jurisdictions as the Agents reasonably designate, to maintain such qualifications in effect so long as required for the distribution of the Notes and to arrange for the determination of the legality of the Notes for purchase by institutional investors, except that the Company shall not be required in connection therewith to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject;

          (m) Each acceptance by the Company of an offer for the purchase of Notes shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore given to the Agents pursuant hereto are true and correct at the time of such acceptance, and an undertaking that such representations and warranties will be true and correct at the time of delivery to the purchaser or his or her agent of the Notes relating to such acceptance as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement and the Prospectus, as amended or supplemented to each such time);

          (n) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by filing with the Commission (i) a Pricing Supplement, (ii) an Issuer Free Writing Prospectus, (iii) an amendment or supplement relating solely to an offering of securities other than the Notes or (iv) a Current Report on Form 8-K (or any successor form thereto)), if requested by any Agent, the Company shall, furnish the Agents with a certificate of the Company, signed by the Chairman of the Board of Directors, the President or any Vice President and by the Treasurer or an Assistant Treasurer in form satisfactory to the Agents to the effect that the statements contained in the certificate referred to in Section 6(i) hereof which was last furnished to the Agents are true and correct at the time of such amendment, supplement or filing, as the case may be, as though made at and as of such time (except that such statements shall

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be deemed to relate to the Registration Statement or the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 6(i), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate;

          (o) Each time that the Registration Statement or the Prospectus shall be amended or supplemented or the Company files with the Commission any document incorporated by reference into the Prospectus (other than by filing with the Commission (i) a Pricing Supplement, (ii) an Issuer Free Writing Prospectus, (iii) an amendment or supplement relating solely to an offering of securities other than the Notes or (iv) a Current Report on Form 8-K (or any successor form thereto)), if requested by any Agent, the Company shall furnish the Agents and their counsel with written opinions of counsel of the Company, addressed to the Agents and dated the date of delivery of such opinions, in form satisfactory to the Agents, of the same tenor as the respective opinions referred to in Section 6(g) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented to the time of delivery of such opinions; provided, however, that in lieu of such opinions, such counsel may furnish the Agents with letters to the effect that the Agents may rely on such prior opinions to the same extent as though they were dated the date of such letter authorizing reliance (except that statements in such prior opinions shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the time of delivery of such letters authorizing reliance);

          (p) Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or the Company files with the Commission any document incorporated by reference into the Prospectus which contains additional financial information (other than by filing with the Commission (i) a Pricing Supplement, (ii) an Issuer Free Writing Prospectus, (iii) an amendment or supplement relating solely to an offering of securities other than the Notes or (iv) a Current Report on Form 8-K (or any successor form thereto)), the Company shall cause its independent public accountants who reviewed or audited such information, as the case may be, to furnish the Agents, concurrently with such amendment, supplement or filing, a letter, addressed to the Agents and dated the date of delivery of such letter, in form and substance reasonably satisfactory to the Agents, of the same tenor as the letter referred to in Section 6(j) hereof but modified to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, the relevant independent public accountants of the Company may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or statistical information that, in the reasonable judgment of the Agents or Counsel for the Agents, should be covered by such letter or letters, as the case may be, in which event such letter or letters, as the case may be, shall also cover such other information;

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          (q) Between the date on which any Agent agrees to purchase Notes from the Company as principal for resale and the date of delivery of such Notes, the Company will not offer or sell, or enter into any agreement to sell, pledge, or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to any of its debt securities (other than such Notes), other than borrowings under the Company’s revolving credit agreements and lines of credit, the private placement of securities and issuances of its commercial paper, or publicly disclose the intention to make any such offer, sale, pledge or disposition or filing;

          (r) If so stated in any Terms Agreement, the Company will use its best efforts to cause an application for the listing of the Notes on The New York Stock Exchange, Inc. or listing or quotation on such other securities exchange or automatic quotation system specified in such Terms Agreement and for the registration of the Notes under the Exchange Act to become effective;

          (s) The Company agrees that unless it obtains the prior written consent of the Agents, and each Agent, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Company with the Commission or retained by the Company under Rule 433, other than each applicable term sheet. Any additional free writing prospectus consented to by the Agents or the Company, as applicable, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping; and

          (t) The Company will file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act.

                    5. Fees, Costs, etc. The Company covenants and agrees with each Agent that, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants and all other expenses in connection with the preparation and printing of the Registration Statement, the Prospectus, any Pricing Supplement or any Issuer Free Writing Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to such Agent; (ii) the cost of preparation and printing of this Agreement, the Indenture, any blue sky survey and any other documents in connection with the offering, purchase, sale and delivery of the Notes; (iii) all expenses in connection with the qualification of the Notes for offering and sale under state securities laws as provided in Section 4(l) hereof, including the fees and disbursements of Counsel for the Agents in connection with such qualification and in connection with any blue sky and “legal investment” memoranda; (iv) any fees charged by securities rating services for rating the Notes; (v) any filing fees incident to any required review by the Financial Industry Regulatory Authority of the terms

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of the sale of the Notes; (vi) the cost of preparing the Notes; (vii) the fees and expenses of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Notes; (viii) the fees and disbursements of Cleary Gottlieb Steen & Hamilton LLP, as Counsel for the Agents, or other counsel reasonably satisfactory to both the Agents and the Company; (ix) all advertising expenses in connection with the offering of the Notes incurred with the consent of the Company; and (x) all other reasonable costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section 5.

                    6. Conditions of Obligations. (i) The obligation of any Agent, as an agent of the Company, to solicit offers to purchase the Notes after the Closing Date and at any time before which the Company has advised the Agent to suspend solicitation of offers to purchase Notes pursuant to Section 2(a) or after which the Company has advised the Agent that the solicitation of offers to purchase Notes which was suspended pursuant to Section 2(a) may be resumed (the “Solicitation Time”), (ii) the obligation of any Agent to purchase Notes as principal pursuant to any Terms Agreement, and (iii) the obligation of any person who has agreed to purchase Notes to make payment for and accept delivery of Notes shall in each case be subject to the following conditions:

          (a) That all representations and warranties and other statements of the Company herein (and, in the case of an obligation of such Agent under a Terms Agreement, in or incorporated in such Terms Agreement by reference) are true and correct (i) at and as of the Closing Date; (ii) at and as of any Time of Sale or Time of Delivery, as the case may be; and (iii) during any Solicitation Time.

          (b) That the Company shall have performed all of its obligations hereunder theretofore in each case to be performed.

          (c) No stop order suspending the effectiveness of the Registration Statement nor any order directed to any document incorporated by reference in any Prospectus shall have been issued and to the knowledge of the Company or the Agents, no stop order proceeding shall have been initiated or threatened by the Commission; any request of the Commission for inclusion of additional information in the Registration Statement or any Prospectus or otherwise shall have been complied with to the reasonable satisfaction of the Agents or counsel for the Agents; and the Company shall not have filed with the Commission any amendment or supplement to the Registration Statement or any Prospectus which have not been reviewed by the Agent.

          (d) No order suspending the sale of the Notes in any jurisdiction designated by the Agents pursuant to Section 4(l) hereof shall have been issued, and no proceeding for that purpose shall have been initiated or threatened.

          (e) No Agent shall have discovered and disclosed to the Company that the Registration Statement, the Prospectus or the Disclosure Package contains an untrue statement of a fact which, in the opinion of counsel for such Agent, is material or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading.

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          (f) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, except as disclosed in the Disclosure Package, there shall not have been any material change, on a consolidated basis, in the shareholder’s equity, short-term debt, long-term debt, ratio of earnings to fixed charges, total assets, total revenue or total net income of the Company and its subsidiaries, in the condition (financial or other) or in the earnings of the Company, its subsidiaries, or the affairs, or business of the Company and its subsidiaries whether or not arising in the ordinary course of business, or any change in the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company, which, in the reasonable judgment of the Agents, makes it impractical or inadvisable to offer or deliver the Notes on the terms and in the manner contemplated in the Prospectus.

          (g) At the Closing Date and, if called for in the applicable Terms Agreement, at the Time of Delivery, the Agents shall have received the opinion, addressed to the Agents and dated the Closing Date, of David S. Carroll, Esq., Counsel of the Company, in form and substance satisfactory to the Agents and their counsel, to the effect that:

          (i) The Company has been duly incorporated and is validly existing and in good standing under the laws of Delaware and has all corporate power and authority necessary to own its properties and conduct the business in which it is engaged as described in the Registration Statement, the Prospectus or the Disclosure Package; the Company is duly qualified to do business as a foreign corporation in good standing in all jurisdictions in which it owns or leases substantial properties or in which the conduct of its business requires such qualification and the failure so to qualify would have a material adverse effect on the Company; and except as may be disclosed in the Registration Statement or the Prospectus, as the case may be, all outstanding shares of capital stock of the Company are owned by a wholly owned subsidiary of American Express free and clear of any lien, pledge and encumbrance or, to the best of such counsel’s knowledge, any claim of any third party;

          (ii) Such counsel has no reason to believe that (a) at the Effective Date the Registration Statement, (b) at the time the Prospectus, or any amendment or supplement thereto, was first filed pursuant to Rule 424(b), at the Time of Delivery and at the Closing Date, or (c) at the Time of Sale, Registration Statement, the Prospectus or the Disclosure Package; contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading (except that such counsel need express no opinion as to the financial statements or schedules or other data of a financial or related statistical nature);

          (iii) Such counsel does not know of any litigation or governmental proceeding pending or threatened against the Company or its subsidiaries which would affect the subject matter of this Agreement or the Indenture or is required to be disclosed in the Registration Statement, the Prospectus or the Disclosure Package which is not disclosed and correctly summarized therein;

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          (iv) Such counsel does not know of any contracts or other documents which are required to be filed as exhibits to the Registration Statement or incorporated by reference in the Prospectus by the Act, the Exchange Act or the Trust Indenture Act or the rules and regulations thereunder, which have not been filed as exhibits to the Registration Statement or incorporated therein by reference as permitted by the rules and regulations thereunder;

          (v) To the best of such counsel’s knowledge, neither the Company nor its subsidiaries is in violation of their corporate charter or by-laws; or in default under any agreement, indenture or instrument, the effect of which default would be material to the Company;

          (vi) Neither the issuance or sale of the Notes nor the execution, delivery and performance of this Agreement and the Indenture by the Company and the consummation of any other transactions contemplated by this Agreement or the Indenture will conflict with, or result in a breach or violation of, or result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company or its subsidiaries pursuant to the terms of, or constitute a default under, any agreement, indenture or instrument known to such counsel to which the Company or its subsidiaries is a party or by which it or its properties is bound, or result in a violation of the corporate charter or by-laws of the Company or its subsidiaries or any order, rule or regulation (applicable to the Company, or its subsidiaries or their respective properties) of any court or governmental agency having jurisdiction over the Company, or its subsidiaries or their respective properties; except as required by the Act, the Trust Indenture Act and applicable state securities laws, no consent, authorization or order of, or filing or registration with, any court or governmental agency is required for the execution, delivery and performance of this Agreement and the Indenture, except as has been duly obtained or made and is in full force and effect;

          (vii) The Indenture has been duly authorized, executed and delivered by the Company and duly qualified under the Trust Indenture Act; the Indenture constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing;

          (viii) The Notes have been duly authorized by all necessary corporate action and, when executed by the proper officers of the Company and authenticated as specified in the Indenture and delivered against payment therefor in accordance with this Agreement, will be legal, valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable in accordance with their terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity (regardless

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of whether such enforceability is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing;

          (ix) The Indenture and Notes conform in all material respects to the statements concerning each of them in the Prospectus and the applicable Disclosure Package;

          (x) The Registration Statement, and any amendment or supplement filed by the Company, became effective under the Act upon filing, the Prospectus, and any amendment or supplement thereto, and any Issuer Free Writing Prospectus was filed with the Commission pursuant to Rule 424(b) or Rule 433(d), as the case may be, in the manner and within the applicable time periods specified therein; and, to the best knowledge of such counsel, no stop order suspending its effectiveness has been issued and no proceeding for that purpose is pending or threatened by the Commission;

          (xi) The Registration Statement, the Prospectus and each amendment or supplement thereto comply as to form in all material respects with the applicable requirements of the Act, the Exchange Act, the Trust Indenture Act and the rules and regulations thereunder (except that no opinion need be expressed as to the financial statements or schedules or other data of a financial or related statistical nature, or to the Forms T-1);

          (xii) The statements made in the Prospectus under the caption “Description of Debt Securities” and “Description of Notes”, insofar as they purport to summarize the provisions of the Notes and the Indenture, fairly present the information called for with respect thereto by Form S-3;

          (xiii) The statements made in the Prospectus under the caption “Certain Federal Income Tax Considerations” and “United States Federal Taxation” insofar as such statements purport to summarize certain federal income tax laws of the United States, constitute a fair summary of the principal United States federal income tax consequences of an investment in the Notes, subject to the qualifications set forth therein;

          (xiv) Neither the issuance or sale of the Notes nor the execution, delivery and performance of this Agreement or the Indenture by the Company and the consummation of any other transaction contemplated by this Agreement or the Indenture will conflict with, or result in a breach or violation of the Receivables Agreements;

          (xv) This Agreement has been duly authorized, executed and delivered by the Company; and

          (xvi) If the letter is being delivered at a Time of Delivery, such counsel has not reason to believe that the documents specified in a schedule to such counsel’s letter, consisting of those documents included in the applicable Disclosure Package and the term sheet, when taken together as a whole, contained

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	any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of Delaware, the State of New York, or the federal laws of the United States, to the extent he deems proper and specified in such opinion, upon the opinion of other counsel of good standing whom he believes to be reliable and who are satisfactory to Counsel for the Agents and (B) as to matters of fact, to the extent he deems proper, on certificates of responsible officers of the Company and public officials. References to the Prospectus in this paragraph (g) shall also include any supplements thereto at the applicable Time of Delivery.
(h) There shall not have occurred: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (ii) the engagement by the United States in hostilities which have resulted in the declaration of a national emergency or war; (iii) any banking moratorium declared by U.S. Federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the occurrence of any other calamity or crisis or any material adverse change in the existing financial, political or economic conditions in the United States or elsewhere; or (v) any downgrading in the rating accorded the Notes or any other debt securities of the Company by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating), if the effect thereof in the judgment of such Agent makes it impracticable or inadvisable to proceed with the solicitation of offers to purchase Notes or the purchase of Notes from the Company as principal pursuant to the applicable Terms Agreement, as the case may be;
(i) The Company shall have furnished or caused to be furnished to such Agent certificates of officers of the Company dated the Closing Date, dated the Time of Delivery, dated the date the Company has advised the Agents that the solicitation of offers to purchase Notes which was suspended pursuant to Section 2(a) may be resumed, and dated the applicable dates referred to in Section 4(n) in such form and executed by such officers of the Company as shall be satisfactory to such Agent, as to the accuracy of the representations and warranties of the Company herein at and as of the Closing Date or such applicable date, as the case may be, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to the Closing Date or such applicable date, as the case may be, as to the matters set forth in subsections (c) and (d) of this Section 6, and as to such other matters as such Agent may reasonably request;
(j) The Company shall have furnished to the Agents on the Closing Date or the Time of Delivery, as the case may be, a letter from the relevant independent public accountants of the Company addressed to the Agents and dated such applicable date, to

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	the effect set forth in Annex III hereto with respect to the financial information audited or reviewed by such independent public accounting firm;
	(k) The Agents shall have received from Counsel for the Agents, or other counsel reasonably satisfactory to both the Agents and the Company, such opinion or opinions, dated the Closing Date or the Time of Delivery (if required by the applicable Terms Agreement) and/or (as applicable), if requested by any Agent, at the time that the Company files with the Commission its Annual Report on Form 10-K, each with respect to the issuance and sale of the Notes, the Disclosure Package, the Prospectus and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and
	(l) Prior to the Closing Date or the Time of Delivery, as the case may be, the Company shall have furnished to the Agents such further information, certificates and documents as the Agents or counsel to the Agents may reasonably request.
All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in the form and substance satisfactory to counsel for the Agents.

                    7. Indemnification and Contribution.

          (a) The Company agrees to indemnify and hold harmless each Agent, the directors, officers, employees and agents of each Agent and each person who controls any Agent within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities (collectively, “Losses”), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, or in the Prospectus, each Pricing Supplement, any Permitted Free Writing Prospectus or the Disclosure Package, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or action; provided, however, that the Company will not be liable in any such case to the extent that any such Loss arises out of or is based upon (x) any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Agent specifically for inclusion therein or (y) that part of the Registration Statement that shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act; provided, further that the foregoing indemnity with respect to the Prospectus, each Pricing Supplement or any Permitted Free Writing Prospectus shall not inure to the benefit of any Agent from whom the person asserting any Losses otherwise

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covered by this paragraph purchased Notes, or to the benefit of any person controlling such Agent, if a copy of the Prospectus, Pricing Supplement or Permitted Free Writing Prospectus (as then amended and supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Agent to such person if required so to have been delivered, at or prior to the entry into the contract of sale of Notes with such person, and if the Prospectus, Pricing Supplement or Permitted Free Writing Prospectus (as so amended or supplemented) would have cured the defect giving rise to such Losses.

          (b) Each Agent severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, officers, employees and agents and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Agent, but only with reference to written information furnished to the Company by or on behalf of such Agent specifically for inclusion in the documents referred to in the foregoing indemnity.

          (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnity party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that each Agent shall have the right to employ counsel to represent it with respect to any liability arising out of any claim in respect of which indemnity may be sought by such Agent against the Company under this Section if, in the reasonable judgment of such Agent, it is advisable for such Agent to be represented by separate counsel, and in that event the fees and expenses of such counsel shall be paid by the Company.

          (d) If the indemnification provided for in this Section 7 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any Losses (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Losses (or actions in respect thereof) (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and each Agent on the other from the offering of the Notes, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only such relative benefits referred to in clause (i) above but also the relative

24

fault of the Company on the one hand and each Agent on the other in connection with the statements or omissions which resulted in such Losses (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and each Agent on the other shall be deemed to be in the same proportion as the total net proceeds from the sale of Notes (before deducting expenses) received by the Company bear to the total commissions or discounts (before deducting expenses) received by such Agent in connection with the sales of the Notes by the Company for which such Agent received a commission hereunder or any applicable Terms Agreement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading relates to information supplied by the Company on the one hand or by any Agent on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and each Agent agree that it would not be just and equitable if contribution pursuant to this subsection (d) were to be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the Losses (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim (which shall be limited as provided in subsection (c) above if the indemnifying party has assumed the defense of any such action in accordance with the provisions thereof) which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Agent shall be required to contribute any amount in excess of the total amount of commissions or discounts received by it hereunder. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of each of the Agents under this subsection (d) to contribute are several in proportion to the respective purchases made by or through it to which such Losses (or action in respect thereof) relate and are not joint. Promptly after receipt by an indemnified party under this subsection (d) of notice of the commencement of any action against such party in respect of which a claim for contribution may be made against an indemnifying party under this subsection (d), such indemnified party shall notify the indemnifying party in writing of the commencement thereof if the notice specified in subsection (c) above has not been given with respect to such action; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under this subsection (d). No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.

25

          (e) The obligations of the Company under this Section 7 shall be in addition to any liability which the Company may otherwise have; and the obligations of the Agents under this Section 7 shall be in addition to any liability which the respective Agents may otherwise have.

                    8. Status of Each Agent.

          (a) Each Agent, in soliciting offers to purchase Notes from the Company and in performing the other obligations of such Agent hereunder (other than in respect of any Terms Agreement), is acting solely as agent for the Company and not as principal. Each Agent will make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes from the Company was solicited by such Agent and has been accepted by the Company, but such Agent shall not have any liability to the Company in the event such purchase is not consummated for any reason. Under no circumstances will an Agent be obligated to purchase any Notes for its own account except pursuant to, and subject to the conditions of, a Terms Agreement. The Company agrees that, if the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Company shall (i) hold each Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) in particular, pay to the Agent that solicited such offer any commission to which it would be entitled in connection with such sale.

          (b) The Company hereby acknowledges that (i) the purchase and sale of the Notes pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Agent and any affiliate through which it may be acting, on the other, (ii) the Agents are acting as principal or agent, as the case may be, and not as a fiduciary of the Company and (iii) the Company’s engagement of the Agents in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Agents has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Agents have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

                    9. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements by any Agent and the Company or its officers set forth in or made pursuant to this Agreement shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Agent or any controlling person of such Agent or the Company, or any officer or director or any controlling person of the Company, and shall survive each delivery of and payment for any of the Notes.

                    10. Termination. The provisions of this Agreement relating to the solicitation of offers to purchase Notes from the Company may be suspended or terminated at any time by the Company as to any Agent or by any Agent insofar as this Agreement relates to such Agent

26

upon the giving of written notice of such suspension or termination to any Agent or to the Company, as the case may be. In the event of such suspension or termination with respect to any Agents, (x) this Agreement shall remain in full force and effect with respect to the Agent as to which such suspension or termination has not occurred and (y) the Company shall not have any liability to such Agent and such Agent shall not have any liability to the Company, except as provided in any Terms Agreements and in the third paragraph of Section 2(a), Section 5, Section 7, Section 8 and Section 9 and except that (i) so long as such Agent owns Notes purchased directly from the Company with a view to reselling such Notes (but in no event longer than nine months after the sale of such Notes), the Company shall continue to have the obligations provided in subsections (a), (d), (e) and (f) of Section 4 and (ii), until the later of the date of the last settlement of a purchase of Notes resulting from a solicitation made by the Agent prior to such suspension or termination and the last Time of Delivery with respect to any Terms Agreement to which the Agent is a party, the Company and such Agent shall continue to have the respective obligations provided in the Procedures and the Company shall continue to have the obligations provided in subsections (a) through (k), (s) and (t) of Section 4.

                    11. Notices. Except as otherwise specifically provided herein or in the Procedures, all statements, requests, notices and advices hereunder shall be in writing, or by telephone if promptly confirmed in writing, and shall be sufficient in all respects when delivered or sent by facsimile transmission or registered mail to:

in the case of notices to Barclays Capital Inc.:
	745 Seventh Avenue
	New York, NY 10019
	Facsimile: (646) 834-8133
	Attention: Syndicate Registration
in the case of notices to BNP Paribas Securities Corp.:
	787 Seventh Avenue
	New York, NY 10019
	Facsimile: (212) 841-2140
	Attention: Debt Syndicate – Fixed Income
in the case of notices to BNY Mellon Capital Markets, LLC:
	32 Old Slip, 16th Floor
	New York, NY 10286
	Facsimile: (800) 269-6869
	Attention: Debt Capital Markets
in the case of notices to CastleOak Securities, L.P.:
	110 East 59th Street, 2nd Floor
	New York, NY 10022
	Facsimile: (212) 308-7342

27

	Attention: Philip Ippolito
in the case of notices to Citigroup Global Markets Inc.:
	388 Greenwich Street
	New York, NY 10013
	Facsimile: (646) 291-5209
	Attention: Transaction Execution Group
in the case of notices to Credit Suisse Securities (USA) LLC:
	Eleven Madison Avenue
	New York, NY 10010
	Facsimile: (212) 743-5825
	Attention: Short and Medium Term Finance
in the case of notices to Deutsche Bank Securities Inc.:
	60 Wall Street
	New York, NY 10005
	Facsimile: (212) 797-2202
	Attention: Debt Capital Markets Syndicate Desk
in the case of notices to Goldman, Sachs & Co.:
	200 West Street
	New York, NY 10282
	Telephone: (866) 471-2526
	Attention: Eileen Bezeg
in the case of notices to HSBC Securities (USA) Inc.:
	452 Fifth Avenue
	New York, NY 10018
	Facsimile: (212) 525-0238
	Attention: Transaction Management Group
in the case of notices to J.P. Morgan Securities LLC:
	383 Madison Avenue
	New York, NY 10179
	Facsimile: (212) 834-6081
	Attention: High Grade Syndicate Desk

28

in the case of notices to Lebenthal & Co., LLC:
	521 Fifth Avenue, 15th Floor
	New York, NY 10175
	Facsimile: (212) 981-6798
	Attention: Steven Willis, Senior Managing Director
in the case of notices to Lloyds Securities Inc.:
	1095 Avenue of the Americas
	New York, NY 10036
	Facsimile: (212) 429-2882
	Attention: Fixed Income
in the case of notices to Merrill Lynch, Pierce, Fenner & Smith Incorporated:
	50 Rockefeller Plaza
	NY1-050-12-01
	New York, NY 10020
	Facsimile: (646) 855-5958
	Attention: High Grade Transaction Management/Legal
in the case of notices to Mischler Financial Group, Inc.:
	One Stamford Landing, Suite 104
	62 Southfield Avenue
	Stamford, CT 06902
	Facsimile: (203) 276-6686
	Attention: Capital Markets
in the case of notices to Mitsubishi UFJ Securities (USA), Inc.:
	1633 Broadway, 29th Floor
	New York, NY 10019
	Facsimile: (646) 434-3455
	Attention: Capital Markets Group
in the case of notices to Mizuho Securities USA Inc.:
	320 Park Avenue, 12th Floor
	New York, NY 10022
	Facsimile: (212) 205-7812
	Attention: Debt Capital Markets

29

in the case of notices to Morgan Stanley & Co. LLC:
	1585 Broadway, 29th Floor
	New York, NY 10036
	Facsimile: (212) 507-8999
	Attention: Investment Banking Division
in the case of notices to RBC Capital Markets, LLC:
	Three World Financial Center
	200 Vesey Street
	New York, NY 10281
	Facsimile: (212) 848-7425
	Attention: Paul Rich, Director
in the case of notices to RBS Securities Inc.:
	600 Washington Boulevard
	Stamford, CT 06901
	Facsimile: (203) 873-4534
	Attention: Debt Capital Markets Syndicate
in the case of notices to Samuel A. Ramirez & Company, Inc.:
	61 Broadway, 29th Floor
	New York, NY 10006
	Facsimile: (212) 248-0549
	Attention: Debt Capital Markets
in the case of notices to UBS Securities LLC.:
	677 Washington Boulevard
	Stamford, CT 06901
	Facsimile: (203) 719-0495
	Attention: Fixed Income Syndicate
in the case of notices to U.S. Bancorp Investments, Inc.:
	214 N. Tryon Street, 26th Floor
	Charlotte, NC 28202
	Facsimile: (704) 335-2393
	Attention: Debt Capital Markets

30

	in the case of notices to Wells Fargo Securities, LLC:
		301 South College Street, D1053-060
		Charlotte, NC 28288
		Facsimile: (704) 383-9165
		Attention: Transaction Management
	in the case of notices to The Williams Capital Group, L.P.:
		650 Fifth Avenue, 11th Floor
		New York, New York 10019
		Facsimile: (212) 830-4567
		Attention: Corporate Finance
and, in the case of notices to the Company:
	200 Vesey Street
	World Financial Center
	New York, New York 10285
	Facsimile: (212) 640-0405
	Attention: President
	with a copy to:
	American Express Travel Related Services Company, Inc.
	200 Vesey Street
	World Financial Center
	New York, New York 10285
	Facsimile: (212) 640-2417
	Attention: TRS Treasury

                    12. Successors. This Agreement and any Terms Agreement shall be, binding upon, and inure solely to the benefit of, each Agent and the Company, and to the extent provided in Section 7 and Section 9 hereof, the officers and directors of the Company and any person who controls any Agent or the Company, and their respective personal representatives, successors and assigns (through consolidation, merger, sale, conveyance or otherwise), and no other person shall acquire or have any right under or by virtue of this Agreement or any Terms Agreement. No purchaser of any of the Notes through or from any Agent hereunder shall be deemed a successor or assign by reason of such purchase; provided, however, that such purchaser shall be entitled to the benefits of this Agreement to the extent provided in Sections 4(j) and 6 hereof.

                    13. Timing. Time shall be of the essence in this Agreement and any Terms Agreement.

                    14. Applicable Law. This Agreement and any Terms Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The Company and the Agents submit to the non-exclusive jurisdiction of the Federal and state courts

31

of the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Agreement or any Terms Agreement or the transactions contemplated hereby or thereby.

                    15. Counterparts. This Agreement and any Terms Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be an original, but all of such respective counterparts shall together constitute one and the same instrument.

                    16. Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated.

          “Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

          “Commission” shall mean the Securities and Exchange Commission.

          “Counsel for the Agents” shall mean Cleary Gottlieb Steen & Hamilton LLP.

          “Disclosure Package” shall mean (i) the Prospectus, as amended or supplemented at any applicable Time of Sale, (ii) any applicable term sheet, and (iii) any other Free Writing Prospectus (as defined in Rule 405) that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package from time to time.

          “Effective Date” shall mean each date and time that the Registration Statement and any post-effective amendment or amendments thereto became or become effective.

          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

          “Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.

          “Rule 158,” “Rule 163,” “Rule 164,” “Rule 172,” “Rule 405,” “Rule 415,” “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.

          “Time of Delivery” shall mean the time and date determined by either an applicable Terms Agreement or the Procedures for the delivery of particular Notes and payment therefor.

          “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended and the rules and regulations of the Commission promulgated thereunder.

32

                    If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, whereupon this letter and your acceptance shall constitute a binding agreement between you and the Company.

		AMERICAN EXPRESS CREDIT CORPORATION
		By:
			Title:
Accepted:
BARCLAYS CAPITAL INC.
By:
	Title:
BNP PARIBAS SECURITIES CORP.
By:
	Title:
BNY MELLON CAPITAL MARKETS, LLC
By:
	Title:
CASTLEOAK SECURITIES, L.P.
By:
	Title:

33

CITIGROUP GLOBAL MARKETS INC.
By:
	Title:
CREDIT SUISSE SECURITIES (USA) LLC
By:
	Title:
DEUTSCHE BANK SECURITIES INC.
By:
	Title:
By:
	Title:
GOLDMAN, SACHS & CO.
By:
HSBC SECURITIES (USA) INC.
By:
	Title:
J.P. MORGAN SECURITIES LLC
By:
	Title:

34

LEBENTHAL & CO., LLC
By:
	Title:
LLOYDS SECURITIES INC.
By:
	Title:
MERRILL LYNCH, PIERCE, FENNER & SMITH                               INCORPORATED
By:
	Title:
MISCHLER FINANCIAL GROUP, INC.
By:
	Title:
MITSUBISHI UFJ SECURITIES (USA), INC.
By:
	Title:
MIZUHO SECURITIES USA INC.
By:
	Title:
MORGAN STANLEY & CO. LLC
By:
	Title:

35

RBC CAPITAL MARKETS, LLC
By:
	Title:
RBS SECURITIES INC.
By:
	Title:
SAMUEL A. RAMIREZ & COMPANY, INC.
By:
	Title:
UBS SECURITIES LLC
By:
	Title:
By:
	Title:
U.S. BANCORP INVESTMENTS, INC.
By:
	Title:
WELLS FARGO SECURITIES, LLC
By:
	Title:

36

THE WILLIAMS CAPITAL GROUP, L.P.
By:
	Title:

37

Annex I

AMERICAN EXPRESS
CREDIT CORPORATION

Medium-Term Senior Notes, Series E

TERMS AGREEMENT

[Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019]

[BNP Paribas Securities Corp.

787 Seventh Avenue

New York, New York 10019]

[BNY Mellon Capital Markets, LLC

32 Old Slip, 16th Floor

New York, New York 10286]

[CastleOak Securities, L.P.

110 East 59th Street, 2nd Floor

New York, New York 10022]

[Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013]

[Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010]

[Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005]

[Goldman, Sachs & Co.

200 West Street

New York, New York 10282]

[HSBC Securities (USA) Inc.

452 Fifth Avenue

New York, New York 10018]

I-1

[J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

[Lebenthal & Co., LLC

521 Fifth Avenue, 15th Floor

New York, New York 10175]

[Lloyds Securities Inc.

1095 Avenue of the Americas

New York, New York 10036]

[Merrill Lynch, Pierce, Fenner & Smith

                      Incorporated

Bank of America Tower

One Bryant Park

New York, New York 10036]

[Mischler Financial Group, Inc.

One Stamford Landing, Suite 104

62 Southfield Avenue

Stamford, Connecticut 06902]

[Mitsubishi UFJ Securities (USA), Inc.

1633 Broadway, 29th Floor

New York, New York 10019]

[Mizuho Securities USA Inc.

320 Park Avenue, 12th Floor

New York, New York 10022]

[Morgan Stanley & Co. LLC

1585 Broadway, 29th Floor

New York, New York 10036]

[RBC Capital Markets, LLC

Three World Financial Center

200 Vesey Street

New York, New York 10281]

[RBS Securities Inc.

600 Washington Boulevard

Stamford, Connecticut 06901]

I-2

[Samuel A. Ramirez & Company, Inc.

61 Broadway, 29th Floor

New York, New York 10006]

[UBS Securities LLC

677 Washington Boulevard

Stamford, Connecticut 06901]

[U.S. Bancorp Investments, Inc.

214 N. Tryon Street, 26th Floor

Charlotte, North Carolina 28202]

[Wells Fargo Securities, LLC

301 South College Street, D1053-060

Charlotte, North Carolina 28288]

[The Williams Capital Group, L.P.

650 Fifth Avenue, 11th Floor

New York, New York 10019]

Ladies and Gentlemen:

                    American Express Credit Corporation (the “Company”) proposes, subject to the terms and conditions stated herein and in the Agency Agreement, dated as of June 18, 2012 (as supplemented from time to time, the “Agency Agreement”), between the Company on the one hand and Barclays Capital Inc., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, CastleOak Securities, L.P., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Lebenthal & Co., LLC, Lloyds Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mischler Financial Group, Inc., Mitsubishi UFJ Securities (USA), Inc., Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, RBS Securities Inc., Samuel A. Ramirez & Company, Inc., UBS Securities LLC, U.S. Bancorp Investments, Inc., Wells Fargo Securities, LLC and The Williams Capital Group, L.P. on the other, to issue and sell to [Barclays Capital Inc.], [BNP Paribas Securities Corp.], [BNY Mellon Capital Markets, LLC], [CastleOak Securities, L.P.], [Citigroup Global Markets Inc.], [Credit Suisse Securities (USA) LLC], [Deutsche Bank Securities Inc.], [Goldman, Sachs & Co.], [HSBC Securities (USA) Inc.], [J.P. Morgan Securities LLC], [Lebenthal & Co., LLC], [Lloyds Securities Inc.], [Merrill Lynch, Pierce, Fenner & Smith Incorporated], [Mischler Financial Group, Inc.], [Mitsubishi UFJ Securities (USA), Inc.], [Mizuho Securities USA Inc.], [Morgan Stanley & Co. LLC], [RBC Capital Markets, LLC], [RBS Securities Inc.], [Samuel A. Ramirez & Company, Inc.], [UBS Securities LLC], [U.S. Bancorp Investments, Inc.], [Wells Fargo Securities, LLC] and [The Williams Capital Group, L.P.] (collectively, the “Specified Agents”), acting severally and not jointly, the Company’s Medium-Term Senior Notes, Series E, specified in Annex A hereto (the “Purchased Notes”). Each of the provisions of the Agency Agreement is incorporated by reference herein in its entirety and shall be deemed to be part of this Agreement

I-3

to the same extent as if such provisions had been set forth in full herein. Nothing contained herein or in the Agency Agreement shall make any party hereto an agent of the Company or make such party subject to the provisions of the Agency Agreement relating exclusively to the solicitation of offers to purchase Notes from the Company, solely by virtue of its execution of this Terms Agreement. Each of the representations and warranties set forth in the Agency Agreement shall be deemed to have been made at and as of the date of this Terms Agreement, except that each representation and warranty in Section 1 of the Agency Agreement which makes reference to the Prospectus shall be deemed to be a representation and warranty as of the date of the Agency Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Terms Agreement in relation to the Prospectus as amended and supplemented to relate to the Purchased Notes.

                    The Company will prepare, or will cause to be prepared, an amendment to the Prospectus, or a pricing supplement to the Prospectus, as the case may be, relating to the Purchased Notes, that will be delivered to you and in a form consistent with the term sheet prepared as of the date hereof in connection with the Purchase Notes and attached hereto as Annex A.

                    Subject to the terms and conditions set forth herein and in the Agency Agreement incorporated herein by reference, the Company agrees to issue and sell to the Specified Agents, and the Specified Agents agree to purchase from the Company, severally and not jointly, the Purchased Notes at the time and place and in the principal amount set forth in the Schedule hereto and at the purchase price set forth on Annex A hereto.

                    The Company and the Specified Agents further agree that:

                    (a) With respect to the Purchased Notes, the “Disclosure Package” consists of the Prospectus (including the documents incorporated by reference therein), as amended and supplemented to the Time of Sale, including the term sheet dated as of the date hereof and attached hereto as Annex A;

                    (b) “Time of Sale” means [     ], New York City time, on [       ], 20[   ]; and

                    (c) The obligation of the Specified Agents to purchase the Purchased Notes shall be subject to satisfaction of the conditions set forth in Section 6 of the Agency Agreement and on the schedule hereto.

I-4

                    If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon acceptance hereof by you this letter, including those provisions of the Agency Agreement incorporated herein by reference, shall constitute a binding agreement between you and the Company.

AMERICAN EXPRESS CREDIT
CORPORATION

By:

Title:

Accepted:
[BARCLAYS CAPITAL INC.]
By:
	Title:
[BNP PARIBAS SECURITIES CORP.]
By:
	Title:
[BNY MELLON CAPITAL MARKETS, LLC]
By:
	Title:
[CASTLEOAK SECURITIES, L.P.]
By:
	Title:
[CITIGROUP GLOBAL MARKETS INC.]
By:
	Title:

I-5

[CREDIT SUISSE SECURITIES (USA) LLC]
By:
	Title:
[DEUTSCHE BANK SECURITIES INC.]
By:
	Title:
By:
	Title:
[GOLDMAN, SACHS & CO.]
By:
[HSBC SECURITIES (USA) INC.]
By:
	Title:
[J.P. MORGAN SECURITIES LLC]
By:
	Title:
[LEBENTHAL & CO., LLC]
By:
	Title:

I-6

[LLOYDS SECURITIES INC.]
By:
	Title:
[MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED]
By:
	Title:
[MISCHLER FINANCIAL GROUP, INC.]
By:
	Title:
[MITSUBISHI UFJ SECURITIES (USA), INC.]
By:
	Title:
[MIZUHO SECURITIES USA INC.]
By:
	Title:
[MORGAN STANLEY & CO. LLC]
By:
	Title:

I-7

[RBC CAPITAL MARKETS, LLC]
By:
	Title:
[RBS SECURITIES INC.]
By:
Title:
[SAMUEL A. RAMIREZ & COMPANY, INC.]
By:
	Title:
[UBS SECURITIES LLC]
By:
Title:
By:
Title:
[U.S. BANCORP INVESTMENTS, INC.]
By:
	Title:
[WELLS FARGO SECURITIES, LLC]
By:
	Title:

I-8

[THE WILLIAMS CAPITAL GROUP, L.P.]
By:
	Title:

I-9

Schedule to Annex I

Name	Principal Amount of Purchased Notes
[Barclays Capital Inc.]	$[   ]
[BNP Paribas Securities Corp.]	$[   ]
[BNY Mellon Capital Markets, LLC]	$[   ]
[CastleOak Securities, L.P. ]	$[   ]
[Citigroup Global Markets Inc.]	$[   ]
[Credit Suisse Securities (USA) LLC]	$[   ]
[Deutsche Bank Securities Inc.]	$[   ]
[Goldman, Sachs & Co.]	$[   ]
[HSBC Securities (USA) Inc.]	$[   ]
[J.P. Morgan Securities LLC]	$[   ]
[Lebenthal & Co., LLC]	$[   ]
[Lloyds Securities Inc.]	$[   ]
[Merrill Lynch, Pierce, Fenner & Smith
Incorporated]	$[   ]
[Mitsubishi UFJ Securities (USA), Inc.]	$[   ]
[Mischler Financial Group, Inc.]	$[   ]
[Mizuho Securities USA Inc.]	$[   ]
[Morgan Stanley & Co. LLC]	$[   ]
[RBC Capital Markets, LLC]	$[   ]
[RBS Securities Inc.]	$[   ]
[Samuel A. Ramirez & Company, Inc.]	$[   ]
[UBS Securities LLC]	$[   ]
[U.S. Bancorp Investments, Inc.]	$[   ]
[Wells Fargo Securities, LLC]	$[   ]
[The Williams Capital Group, L.P.]	$[   ]
Total	$[   ]

Time of Delivery:	[     ] EST, [     ], 20[   ]
Closing Location:	Cleary Gottlieb Steen & Hamilton LLP
	One Liberty Plaza
	New York, New York 10006

Documents to be delivered at the Time of Sale pursuant to Section 4 of the Agency Agreement:

(1) a comfort letter of PricewaterhouseCoopers, dated as of [          ], 20[   ], addressed to the Specified Agents, pursuant to Section 4(p) of the Agency Agreement.

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Documents to be delivered at the Time of Delivery pursuant to Section 6 of the Agency Agreement:

(1)	the opinion referred to in Section 6(g) of the Agency Agreement;
(2)	the officers’ certificate referred to in Section 6(i) of the Agency Agreement;
(3)	the letter referred to in Section 6(k) of the Agency Agreement, furnished by Cleary Gottlieb Steen and Hamilton LLP; and
(4)	a bring-down, dated as of [        ], 20[   ], of the comfort letter of PricewaterhouseCoopers, dated as of [          ], 20[   ], addressed to the Specified Agents, pursuant to Section 6(j) of the Agency Agreement.

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Annex A to Annex I

[Term Sheet]

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Annex II

AMERICAN EXPRESS
CREDIT CORPORATION

Medium-Term Senior Notes, Series E

ADMINISTRATIVE PROCEDURES

                    Medium-Term Senior Notes, Series E, with maturities of nine months or more from their dates of issue (the “Notes”), are to be offered from time to time by American Express Credit Corporation, a Delaware corporation (the “Company”) through Barclays Capital Inc., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, CastleOak Securities, L.P., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Lebenthal & Co., LLC, Lloyds Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mischler Financial Group, Inc., Mitsubishi UFJ Securities (USA), Inc., Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, Samuel A. Ramirez & Company, Inc., RBC Capital Markets, LLC, RBS Securities Inc., UBS Securities LLC, U.S. Bancorp Investments, Inc., Wells Fargo Securities, LLC and The Williams Capital Group, L.P. as agents of the Company (in such capacity, together the “Agents” and individually, an “Agent”). Each Agent has agreed to use its reasonable best efforts to solicit offers to purchase Notes directly from the Company (an Agent in relation to a purchase of a particular Note by a purchaser solicited by such Agent, being herein referred to as the “Selling Agent”) and may also purchase Notes from the Company as principal. The Notes are being offered pursuant to an Agency Agreement, dated as of June 18, 2012 (as amended or supplemented from time to time, the “Agency Agreement”), between the Company and the Agents, to which this Administration Procedures is attached as Annex II. Each sale of Notes to any Agent as principal shall be in accordance with the terms of the Agency Agreement and a Terms Agreement and to the extent any of the provisions of these Administrative Procedures may vary from the provisions of any Terms Agreement, the provisions of such Terms Agreement shall control.

                    The Notes will be issued from time to time pursuant to an indenture, dated as of June 9, 2006, between the Company and The Bank of New York Mellon (together with such other trustee as may be named for the Notes, being hereafter referred to as the “Trustee”) (as the same may be supplemented or amended by one or more indentures supplemental thereto, the “Indenture”). The Trustee will make payments of principal and interest and take certain actions for and on behalf of the Company in connection with the Notes.

                    In the case of purchases of Notes of the Company by any Agent, as principal, the relevant terms and settlement details related thereto, including the Time of Delivery referred to in the Agency Agreement, will be set forth in a Terms Agreement entered into between such Agent and the Company pursuant to the Agency Agreement.

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                    Each Note will be represented by either a Global Note (as defined hereinafter) or certificates delivered to the holder thereof or a person designated by such holder (“Certificated Notes”). An owner of a Global Note will not be entitled to receive a certificate representing such Note.

                    Administrative procedures and specific terms of each offering are explained below. Administrative and record-keeping responsibilities will be handled for the Company by its Treasury Department. The Company will advise each Agent and the Trustee in writing of those persons handling administrative responsibilities with whom each Agent and the Trustee is to communicate regarding offers to purchase Notes and the details of their delivery. Global Notes will be issued in accordance with the administrative procedures set forth in Part I hereof, as may be adjusted in accordance with changes in the Depositary’s operating requirements, and Certificated Notes will be issued in accordance with the administrative procedures set forth in Part II hereof. Unless otherwise defined herein, terms defined in the Indenture, the Notes or the prospectus relating to the Notes shall be used herein as therein defined. To the extent the procedures set forth below conflict with the provisions of the Notes, the Indenture, the Depositary’s operating requirements or the Agency Agreement, the relevant provisions of the Notes, the Indenture, the Depositary’s operating requirements and the Agency Agreement shall control.

                    All times referred to herein shall be New York City times.

PART I

Administrative Procedures for Global Notes

                    Each Note will be represented by a Global Note (as defined hereinafter) registered in the name of a nominee of The Depository Trust Company or any successor depositary selected by the Company (the “Depositary”) and recorded in the book-entry system maintained by the Depositary. In connection with the qualification of Global Notes for eligibility in the book-entry system maintained by the Depositary, the Trustee will perform the custodian, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representation dated June 18, 2012 from the Company and the Trustee to the Depositary and a Note Certificate Agreement between the Trustee and the Depositary (the “Certificate Agreement”), and its obligations as a participant in the Depositary, including the Depositary’s Same-Day Funds Settlement system (“SDFS”).

Issuance: On any Settlement Date (as defined under “Settlement” below) for one or more Fixed Rate Notes, the Company will issue a single note certificate in fully registered form without coupons (a “Global Note”) representing up to $500,000,000 principal amount of all of such Notes that have the same Original Issue Date, Interest Rate, Interest Payment Date, Initial Redemption Date and Redemption Terms (if any) and Stated Maturity. Similarly, on any Settlement Date for one or more Floating Rate Notes, the Company will issue a single Global Note representing up to

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	$500,000,000 of all of such Notes that have the same Original Issue Date, Initial Interest Rate, Interest Rate Basis, Interest Payment Period, Interest Determination Date, Index Maturity, Spread (if any), Minimum Interest Rate (if any), Maximum Interest Rate (if any), Stated Maturity, Spread Multiplier (if any), Interest Rate Reset Period, Interest Reset Dates, Initial Redemption Date and Redemption Terms (if any) and Interest Payment Dates. Each Global Note will be dated as of the date of issue. Each Global Note will bear an Original Issue Date, which will be (i) with respect to an original Global Note (or any portion thereof), its original issuance date and (ii) with respect to any Global Note (or portion thereof) issued in lieu of a destroyed, lost or stolen Global Note, the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Global Note or Notes (or if no such payment or provision has been made, the Original Issue Date of the predecessor Global Note), regardless of the date of issue of such subsequently issued Global Note. No Global Note will represent both Fixed Rate Notes and Floating Rate Notes.
Identification Numbers:	The Company will arrange, on or prior to the commencement of a program for the offering of Global Notes with the CUSIP Service Bureau of Standard & Poor’s Corporation (the “CUSIP Service Bureau”) for the reservation of a series of CUSIP numbers (including tranche numbers), consisting of approximately 900 CUSIP numbers and relating to Global Notes representing the Notes. The Company has obtained from the CUSIP Service Bureau a written list of such series of reserved CUSIP numbers and will deliver such list to the Trustee and the Depositary. The Trustee will assign CUSIP numbers to Global Notes as described below under “Settlement Procedure—B.” The Depositary will notify the CUSIP Service Bureau periodically of the CUSIP numbers that the Trustee has assigned to Global Notes. The Trustee will notify the Company at any time when fewer than 100 of the reserved CUSIP numbers remain unassigned to Global Notes. At any time when fewer than 100 previously delivered CUSIP numbers in respect to the Company remain unassigned to Global Notes, the Company will deliver to the Depositary and the Trustee a new list of 900 CUSIP numbers reserved for future assignment to the Global Notes.
Registration:	Global Notes will be issued only in fully registered form without coupons. Each Global Note will be registered in the name of Cede & Co., as nominee for the Depositary, on the securities register for the Global Notes (the “Securities Register”). The beneficial owner of a Global Note (or one or more indirect participants in the Depositary designated by such owner) will designate one or more participants in the Depositary (with respect to such Global Note, the “Participants”) to act as agent or agents for such owner in connection with the book-entry system

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	maintained by the Depositary, and the Depositary will record in book-entry form, in accordance with instructions provided by such Participants, a credit balance with respect to such beneficial owner in such Global Note in the account of such Participants. The ownership interest of such beneficial owner (or such participants) in such Global Note will be recorded through the records of such Participants or through the separate records of such Participants and one or more indirect participants in the Depositary.
Transfers:	Transfers of a Global Note will be accomplished by book entries made by the Depositary and, in turn, by Participants (and in certain cases, one or more indirect participants in the Depositary) acting on behalf of beneficial transferors and transferees of such Global Note.
Exchange:	The Company, or the Trustee, at the Company’s request, may deliver to the Depositary and the CUSIP Service Bureau at any time a written notice of consolidation specifying (i) the CUSIP numbers of two or more outstanding Global Notes that represent (A) Fixed Rate Notes having the same Interest Rate, Interest Payment Dates, Initial Redemption Date and Redemption Terms (if any) and Stated Maturity and for which interest has been paid to the same date or (B) Floating Rate Notes having the same Interest Rate Basis, Interest Payment Period, Interest Determination Date, Index Maturity, Spread (if any), Minimum Interest Rate (if any), Maximum Interest Rate (if any), Stated Maturity, Spread Multiplier (if any), Interest Rate Reset Period, Interest Reset Date, Redemption Date and Redemption Terms (if any) and Interest Payment Dates and for which interest has been paid to the same date, (ii) a date, occurring at least thirty days after such written notice is delivered and at least thirty days before the next Interest Payment Date for such Global Notes, on which such Global Notes shall be exchanged for a single replacement Global Note and (iii) a new CUSIP number to be assigned to such replacement Global Note. Upon receipt of such a notice, the Depositary will send to its participants (including the Trustee) a written reorganization notice to the effect that such exchange will occur on such date. Prior to the specified exchange date, the Company will deliver to the CUSIP Service Bureau a written notice setting forth such exchange date and such new CUSIP number and stating that, as of such exchange date, the CUSIP numbers of the Global Notes to be exchanged will no longer be valid. On the specified exchange date, the Trustee will exchange such Global Notes for a single Global Note bearing the new CUSIP number and a new Original Issue Date, and the CUSIP numbers of the exchanged Global Notes will, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned.
	Upon such exchange, the Trustee will mark the predecessor Global Note

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	“canceled,” make appropriate entries in the Trustee’s records and dispose of such canceled Global Notes in accordance with the terms of the applicable Indenture and, if requested by the Company, deliver a certificate of disposal to the Company. Notwithstanding the foregoing, if the Global Notes to be exchanged exceed $500,000,000 in aggregate principal amount, one Global Note will be authenticated and issued to represent each $500,000,000 of principal amount of the exchanged Global Notes and an additional Global Note will be authenticated and issued to represent any remaining principal amount of such Global Notes (see “Denominations” below).
Maturities:	Each Global Note will mature on a Business Day not less than nine months after the Settlement date for such Global Note (the “Maturity Date”). A Floating Rate Global Note will mature only on an Interest Payment Date for such Note.
Price to Public:	Each Global Note will be issued at 100% of its principal amount unless otherwise agreed to by the Company.
Denominations:	Global Notes will be issued in principal amounts of $100,000 or any amount in excess thereof that is an integral multiple of $1,000. If Global Notes are denominated in a specified currency other than U.S. dollars, the denominations of such Notes will be determined pursuant to the provisions of the applicable Pricing Supplement. Global Notes will be denominated in principal amounts not in excess of $500,000,000 (or the equivalent thereof). If one or more Global Notes having an aggregate principal amount in excess of $500,000,000 (or the equivalent thereof) would, but for the preceding sentence, be represented by a single Global Note, then one Global Note will be authenticated and issued to represent each $500,000,000 principal amount (or the equivalent thereof) of such Global Note or Notes and an additional Global Note will be authenticated and issued to represent any remaining principal amount of such Global Note or Notes. In such a case, each of the Global Notes representing such Global Note or Notes shall be assigned the same CUSIP number. The Notes may not be resold or exchanged for denominations smaller than $100,000.
Notice of Redemption Dates:	The Trustee will give notice to the Depositary prior to each Redemption Date (as specified in the Global Note), if any, at the time and in the manner set forth in the applicable Letter of Representations.
Interest:	General. Unless otherwise indicated in the applicable Pricing Supplement, interest, if any, on each Global Note will accrue from the Original Issue Date (or such other date on which interest otherwise begins to accrue (if different than the Original Issue Date)) of the Global Note

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for the first interest period or the last date to which interest has been paid, if any, for each subsequent interest period, on the Global Note, and will be calculated and paid in the manner and on the Interest Payment Dates described in such Global Note and in the Prospectus (as defined in the Agency Agreement), as supplemented by the applicable Pricing Supplement. Unless otherwise specified, each payment of interest on a Global Note will include interest accrued to but excluding the Interest Payment Date. Interest payable at the Maturity of a Global Note will be payable to the Person to whom the principal of such Global Note is payable. Standard & Poor’s Corporation will use the information received in the pending deposit message described under Settlement Procedure “C” below in order to include the amount of any interest payable and certain other information regarding the related Global Note in the appropriate (daily or weekly) bond report published by Standard & Poor’s Corporation. The Regular Record Date with respect to any Interest Payment Date for a Floating Rate Global Note, Fixed Rate Global Note or Indexed Rate Global Note shall be the date (whether or not a Business Day) fifteen calendar days immediately preceding such Interest Payment Date.

Payments of Principal and Interest:

Payment of Interest Only. Promptly after each Regular Record Date, the Trustee for each Global Note will deliver to the Company and the Depositary a written notice setting forth, by CUSIP number, the amount of interest to be paid on each Global Note (to the extent then known) on the following Interest Payment Date (other than an Interest Payment Date coinciding with Maturity) and the total of such amounts. The Depositary will confirm the amount payable on each Global Note on such Interest Payment Date by reference to the appropriate (daily or weekly) bond reports published by Standard & Poor’s Corporation. The Company will pay to the Trustee for the Notes represented by such Global Note the total amount of interest due on such Interest Payment Date (other than at Maturity), and such Trustee will pay such amount to the Depositary, at the times and in the manner set forth below under “Manner of Payment.” If any interest payment date for a Floating Rate Global Note would otherwise be a day that is not a business day for that Global Note, the interest payment date for that Global Note shall be postponed to the next day that is a business day for that floating rate debt security, except that in the case of a Floating Rate Global Note that is a LIBOR Note or a EURIBOR Note, if such day falls in the next calendar month, The Interest Payment Date shall be the immediately preceding day that is a business day. If the maturity date of a Floating Rate Global Note falls on a day that is not a business day, the payment of principal, premium, if any, and interest, if any, will be made on the next succeeding business day, and we will not pay any additional interest for the period from and after the maturity date.

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Payments at Maturity or Upon Redemption. On or about the first Business Day of each month, the Trustee will deliver to the Company and the Depositary a written list of principal and interest (to the extent then known) to be paid on each Global Note maturing either at Maturity or on a Redemption Date in the following month. The Trustee for each Global Note, the Company and the Depositary will confirm the amounts of such principal and interest payments with respect to each such Global Note on or about the fifth Business Day preceding the Maturity Date or Redemption Date of such Global Note. On or before such Maturity or Redemption, the Company will pay to the Trustee for the Notes represented by such Global Note the principal amount or redemption price of such Global Note, together with interest due at such Maturity or redemption in the manner set forth below under “Manner of Payment.” The Trustee will pay such amount to the Depositary at the times and in the manner set forth below under “Manner of Payment.” If any Maturity of a Global Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such Maturity Date or Redemption Date. Promptly after payment to the Depositary of the principal and interest or redemption price due on the Maturity Date or Redemption Date of such Global Note, the Trustee for such Global Note will cancel and dispose of such Global Note in accordance with the applicable Indenture and, if requested by the Company, deliver a certificate of disposal to the Company.

Manner of Payment. The total amount of any principal and interest or redemption price due on Global Notes on any Interest Payment Date or at Maturity or upon redemption or repayment shall be paid by the Company to the Trustee for the Notes represented by such Global Note in immediately available funds no later than 9:30 A.M. on such date. The Company will make such payment on such Global Notes by instructing the Trustee to withdraw funds from an account maintained by the Company with the Trustee for the Notes represented by such Global Notes. The Company will confirm any such instructions in writing to such Trustee. Prior to 11:00 A.M. on the date of Maturity or as soon as possible thereafter, the Trustee will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by the Depositary) to an account at the Federal Reserve previously specified by the Depositary, in funds available for immediate use by the Depositary, each payment of principal (together with interest thereon) due on a Global Note on such Maturity Date or Redemption Date. On each Interest Payment Date (other than at Maturity), interest payments shall be made to the Depositary, in same day funds, in accordance with existing arrangements between the Trustee and the Depositary. On each such

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	date, the Depositary will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Global Notes are recorded in the book-entry system maintained by the Depositary. None of the Company (as issuer or as paying agent) or the Trustee shall have any direct responsibility or liability for the payment by the Depositary to such Participants of the principal of and interest on the Global Notes.
	If an issue of Global Notes is denominated in a currency other than the U.S. dollar, the Company will make payments of principal and any interest in the currency in which the Global Notes are denominated (the “foreign currency”) or in U.S. dollars. The Depositary has elected to have all such payments of principal and interest in U.S. dollars unless notified by any of its Participants through which an interest in the Global Notes is held that it elects, in accordance with and to the extent permitted by the applicable Terms Agreement and the Global Note, to receive such payment of principal or interest in the foreign currency. On or prior to the third Business Day after the record date for payment of interest and twelve days prior to the date for payment of principal, such Participant shall notify the Depositary of (i) its election to receive all, or the specified portion, of such payment in the foreign currency and (ii) its instructions for wire transfer of such payment to a foreign currency account.
	The Depositary will notify the Trustee on or prior to the fifth Business Day after the record date for payment of interest and ten days prior to the date for payment of principal of the portion of such payment to be received in the foreign currency and the applicable wire transfer instructions, and the Trustee shall use such instructions to pay the Participants directly. If the Depositary does not so notify the Trustee, it is understood that only U.S. dollar payments are to be made. The Trustee shall notify the Depositary on or prior to the second Business Day prior to payment date of the conversion rate to be used and the resulting U.S. dollar amount to be paid per $1,000 face amount. In the event that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not available, the Trustee shall notify the Depositary’s Dividend Department that the entire payment is to be made in the foreign currency. In such event, the Depositary will ask its Participants for payment instructions and forward such instructions to the Trustee and the Trustee shall use such instructions to pay the Participants directly.
Withholding Taxes:	The amount of any taxes required under applicable law to be withheld for any interest, principal or redemption payment on a Global Note will be determined and withheld by the Participant, indirect participant in the Depositary or other Person responsible for forwarding payments and

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	materials directly to the beneficial owner of such Global Note.
Procedure for Rate Setting and Posting:	The Company and the Agents will from time to time establish the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Global Notes that may be sold as a result of the solicitation of offers by the Agents. If the Company decides to establish prices of, and rates borne by, any Global Notes to be sold (the establishment of such prices and rates to be referred to herein as “posting”) or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agents of the prices and rates to be posted.
Acceptance and Rejection of Offers:	Unless otherwise instructed by the Company, each Agent will advise the Company promptly by telephone of all offers to purchase Global Notes received by such Agent, other than those rejected by it in whole or in part in its discretion. Unless otherwise agreed by the Company and each of the Agents, the Company has the sole right to accept offers to purchase Global Notes and may reject any such offer in whole or in part. The Company will promptly notify the Selling Agent who presented such offer of its acceptance or rejection of an offer to purchase Global Notes. Each Agent shall have the right, in its discretion without advising the Company, to reject any offer received by it to purchase Global Notes in whole or in part.
Preparation of Pricing Supplement:	If any order to purchase a Global Note is accepted by or on behalf of the Company, the Company will prepare a Pricing Supplement reflecting the terms of such Global Note, will file one copy thereof by electronic submission with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act, will deliver such number of copies thereof to the Agents as the Agents shall request and will, on the Agents’ behalf, file any required copy of such Pricing Supplement with the Financial Industry Regulatory Authority, Inc. (the “FINRA”). The Agents will cause the Prospectus and such Pricing Supplement to be delivered to the purchaser of such Global Note (either physically or pursuant to Rule 172 under the Act).
	In each instance that a Pricing Supplement is prepared, the Agents will affix the Pricing Supplements to Prospectuses prior to their use. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files), will be destroyed.
	Copies of the appropriate number of Pricing Supplement shall be delivered to the Agents at the addresses set forth for each of the Agents in the Agency Agreement by 11:00 A.M., on the Business Day following

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	the acceptance of an offer by or on behalf of the Company.
Suspension of Solicitation; Amendment or Supplement:	Subject to the Company’s representations, warranties and covenants contained in the Agency Agreement, the Company may instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Global Notes. As soon as practicable, but in any event not later than one Business Day after receipt of such notice, the Agents will suspend solicitation until such time as the Company has advised the Agents that solicitation of offers to purchase Global Notes may be resumed. Except as otherwise provided for in the Agency Agreement, the Company will have discretion regarding whether to amend or supplement the Prospectus. If the Company proposes so to amend or supplement, it will promptly advise the Agents and will furnish each Agent such proposed amendment or supplement.
	In the event that at the time the Company suspends solicitation of offers to purchase Global Notes there shall be any orders for delayed Settlement outstanding, the Company, consistent with its obligations under the Agency Agreement, promptly will advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus in effect at the time of the suspension may he delivered in connection with the Settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered.
Delivery of Prospectus:	With respect to each offering pursuant to the Agency Agreement, each Agent (or, in the case of a sale made directly by the Company, the Company) shall send a copy of the Prospectus as the same maybe supplemented or amended (either physically or pursuant to Rule 172 under the Act) to the customer or its agent prior to or together with the earlier of (a) delivery of the written confirmation of sale sent to such customer or agent or (b) the Settlement date.
Confirmation:	For each offer to purchase a Global Note solicited by any Agent and accepted by the Company, such Agent will issue a confirmation to the purchaser, and deliver a separate confirmation to the Company, setting forth the appropriate details for Settlement set forth below and delivery and payment instructions.
Settlement:	The receipt by the Trustee of immediately available funds in payment for a Note and issuance of the Global Note representing such Note shall constitute “Settlement” with respect to such Note. All orders accepted by the Company will be settled on the third Business Day thereafter pursuant

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	to the timetable for Settlement set forth below unless the Company and the purchaser agree otherwise.
Settlement Procedures:	Settlement Procedures for each offer to purchase a Global Note sold by the Company through an Agent, except pursuant to the terms of the Agency Agreement shall be as follows:

A.	The Agent will advise the Company (unless provided by the purchaser directly to the Company) by telephone, facsimile transmission or other mutually agreeable methods of the following Settlement information:
	(1)	Principal amount of the purchase;
	(2)	Date of the purchase;
	(3)	Date of Note;
	(4)	Interest Rate:
		(a)	Fixed Rate Notes:
			(i)	interest rate
			(ii)	interest payment period and interest payment dates
			(iii)	Regular Record Dates
		(b)	Floating Rate Notes:
			(i)	interest rate basis
			(ii)	initial interest rate spread
			(iii)	spread multiplier, if any
			(iv)	interest rate reset periods and interest reset dates
			(v)	interest payment periods and interest payment dates
			(vi)	index maturity
			(vii)	maximum and minimum interest rates, if any;
			(viii)	Interest Determination Dates
			(ix)	Regular Record Dates
	(5)	Trade Date
	(6)	Issue price of Note
	(7)	Settlement date;
	(8)	Specified currency;
	(9)	Stated Maturity;
	(10)	Agent’s commission, determined as provided in Section 2(a) of

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		the Agency Agreement between the Company and such Agent;
	(11)	Wire transfer information for payment of interest;
	(12)	If applicable, the date on or after which the Global Note is redeemable at the option of the Company and other redemption terms; and
	(13)	Any other terms necessary to complete the Global Note.
The Company will advise the Trustee by telephone (confirmed in writing at any time on the same date), written telecommunication or electronic transmission (acceptable to the Trustee) of the information set forth above in Settlement Procedure “A”. Each such communication by the Company shall constitute a representation and warranty by the Company to the Trustee for such Note and the Agent that (i) such Note is then, and at the time of issuance and sale thereof will be, duly authorized for issuance and sale by the Company and (ii) such Note, and the Global Note representing such Note, will conform with the terms of the Indenture for such Note. The Trustee will then assign a CUSIP number to the Global Note representing such Global Note and notify the Agent and the Company by telephone (confirmed in writing at any time on the same date), written telecommunication or electronic transmission of such CUSIP number as soon as practicable.
Before accepting any offer to purchase a Note to be settled in less than three Business Days, the Company shall verify that the Trustee will have adequate time to prepare and authenticate the Global Note representing such Note.
After receiving from such Agent the details for each offer to purchase a Note, the Company will, after recording the details and any necessary calculations, provide appropriate documentation to the Trustee by written telecommunication, electronic transmission (acceptable to the Trustee) or other means acceptable to the Trustee, including the information provided by such Agent necessary to allow the Trustee to comply with the Settlement Procedures as set forth herein.
B.	The Trustee will enter a pending deposit message through the Depositary’s Participant Terminal System-4 providing the following Settlement information to the Depositary, such Agent, Standard & Poor’s Corporation and Interactive Data Corporation pursuant to which such Note is to be issued:
	1.	The information set forth under Settlement Procedure “A” above.

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	2.	Identification as a Fixed Rate Note or a Floating Rate Note.
	3.	Initial Interest Payment Date for such Note, number of days by which such date succeeds the related Regular Record Date and (if then known) the amount of interest payable on such Interest Payment Date.
	4.	Frequency of interest payments (monthly, quarterly, semiannually or annually).
	5.	CUSIP number of the Global Note representing such Note.
	6.	The participant account numbers maintained by the Depositary on behalf of the Trustee and the Agent.
	7.	Whether such Global Note will represent any other Note (to the extent known at such time).
C.	To the extent the Company has not already done so, the Company will deliver to the Trustee for such Notes a Global Note in a form that has been approved by the Company, the Agent and the Trustee.
D.	The Trustee will complete the Global Note, stamp the appropriate legend, as instructed by the Depositary, if not already set forth thereon, and authenticate the Global Note.
E.	The Depositary will credit such Note to the Trustee’s participant account at the Depositary.
F.	The Trustee will enter an SDFS deliver order through the Depositary’s Participant Terminal System instructing the Depositary to (i) debit such Note to the Trustee’s participant account and credit such Note to such Agent’s participant account and (ii) debit such Agent’s settlement account and credit the Trustee’s settlement account for an amount equal to the price of such Note less Agent’s Commission. The entry of such a deliver order shall constitute a representation and warranty by the Trustee to the Depositary that (i) the Global Note representing such Note has been issued and authenticated and (ii) the Trustee is holding such Global Note pursuant to the Certificate Agreement.
G.	Unless the Agent is purchasing such Note as Principal, the Agent will enter an SDFS deliver order through the Depositary’s Participant Terminal System, with respect to each Note represented by the

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		Global Note to be issued, instructing the Depositary (i) to debit such Note to such Agent’s participant account and credit such Note to the participant accounts of the Participants with respect to such Note and (ii) to debit the settlement accounts of such Participants and credit the settlement account of such Agent for an amount equal to the price of such Note.
	H.	Transfers of funds in accordance with SDFS deliver order described in Settlement Procedures “G” and “H” will be settled in accordance with SDFS operating procedures in effect on the Settlement date.
	I.	The Trustee will, upon receipt of funds from the Agent in accordance with Settlement Procedure “F”, not earlier than 2:00 p.m., credit to an account of the Company maintained at the Trustee funds available for immediate use in the amount transferred to the Trustee in accordance with Settlement Procedure “F.”
	J.	The Trustee will hold the Global Note pursuant to the Certificate Agreement.
	K.	Monthly, the Trustee will send to the Company a statement setting forth the principal amount of Registered Notes Outstanding as of the date of such statement and setting forth a brief description of any sales of which the Company has advised such the Trustee but which have not yet been settled.
	Such Agent will deliver to the purchaser a copy of the most recent Prospectus applicable to the Note with or prior to any offer of Notes and the confirmation and payment by the purchaser of the Note.
	Unless the Agent is purchasing such Note as Principal, the Agent will confirm the purchase of such Note to the purchaser either by transmitting to the Participants with respect to such Note a confirmation order or orders through the Depositary’s institutional delivery system or by mailing a written confirmation to such purchaser.
Settlement Procedures Timetable:	For orders of Notes solicited by an Agent, as agent, and accepted by the Company for Settlement on the first Business Day after the sale date, Settlement Procedures “A” through “K” set forth above shall be completed as soon as possible but not later than the respective times set forth below:

Settlement Procedure	Time
A	11:00 A.M. on the sale date

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B	12:00 Noon on the sale date
C	2:00 P.M. on the sale date
D	3:00 P.M. on the day before Settlement date
E	9:00 A.M. on Settlement date
F	10:00 A.M. on Settlement date
G-H	2:00 P.M. on Settlement date
I	4:45 P.M. on Settlement date
J	5:00 P.M. on Settlement date

	If a sale is to be settled more than one Business Day after the sale date, Settlement Procedures “A”, “B” and “C” shall be completed as soon as practicable but no later than 11:00 A.M., 12:00 Noon and 2:00 P.M., as the case may be, on the first Business Day after the sale date. If the initial interest rate for a Floating Rate Global Note has not been determined at the time that Settlement Procedure “A” is completed, Settlement Procedures “B” and “C” shall be completed as soon as such rate has been determined but no later than 11:00 A.M., 12:00 Noon and 2:00 P.M., respectively, on the Business Day before the Settlement date. Settlement Procedure “I” is subject to extension in accordance with any extension of Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the Settlement date.
	If Settlement of a Note is rescheduled or canceled, the Trustee after receiving notice from the Company or the Agent, will deliver to the Depositary, through the Depositary’s Participant Terminal System, a cancellation message to such effect by no later than 2:00 P.M. on the Business Day immediately preceding the scheduled Settlement date.
Failure to Settle:	If the Trustee fails to enter an SDFS deliver order with respect to a Global Note pursuant to Settlement Procedure “F”, the Trustee after receiving notice from the Company or the Agent, may deliver to the Depositary, through the Depositary’s Participant Terminal System, as soon as practicable, a withdrawal message instructing the Depositary to debit such Global Note to the Trustee’s participant account. The Depositary will process the withdrawal message, provided that the Trustee’s participant account contains a principal amount of the Global Note representing such Note that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the

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	Notes represented by a Global Note, the Trustee for the Notes represented by such Global Note will mark such Global Note “canceled”, and make appropriate entries in the Trustee’s records. The CUSIP number assigned to such Global Note shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Notes represented by a Global Note, the Trustee will exchange such Global Note for two Global Notes, one of which shall represent such Note or Notes and shall be canceled immediately after issuance and the other of which shall represent the other Notes previously represented by the surrendered Global Note and shall bear the CUSIP number of the surrendered Global Note.
	Notwithstanding the foregoing, upon any failure to settle with respect to a Note, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Notes to have been represented by a Global Note, the Trustee will provide, in accordance with Settlement Procedures “G” and “F”, for the authentication and issuance of a Global Note representing the other Notes which have not failed to settle, to have been represented by such Global Note and will make appropriate entries in its records.
Redemption:	Except as otherwise indicated in an applicable Pricing Supplement or on a Global Note, the Global Notes are not redeemable prior to maturity. If so indicated in an applicable Pricing Supplement or on a Global Note, such Global Note may be redeemed in whole, but not in part, on any Interest Payment Date commencing on or after the date set forth on such Global Note, which shall be at least 6 months after the date of original issue of such Global Note, upon not less than 30 days prior written notice to the registered holder thereof, at 100% of the principal amount thereof plus accrued interest to the date of redemption (the “Redemption Date”).
Procedures upon Company’s Exercise of Optional	Company Notice to Trustee regarding Exercise of Optional Redemption. At least 60 days prior to the date on which it intends to redeem a Global Note, the Company will notify the Trustee for such Global Note that it is exercising such option with respect to such Global Note on such date and the redemption price of such Global Notes.
	Trustee Notice to the Depositary regarding Company’s Exercise of Optional Redemption. Notice to redeem the Global Notes will be mailed, first class postage prepaid, by the Trustee to the Depositary, or its nominee as of the close of business on the date that is five business days preceding the date on which such notice is given. Such notice shall specify (i) the principal amount of the Global Notes to be redeemed, (ii)

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	the date upon which the Global Notes shall be redeemed, and (iii) that interest on the principal amount redeemed shall cease to accrue on the Redemption Date.
	Deposit of Redemption Price. On or before any Redemption Date, the Company shall deposit with the Trustee an amount of money sufficient to pay the redemption price, plus interest accrued to such Redemption Date, for all the Global Notes or portions thereof which are to be repaid on such Redemption Date. The Trustee will use such money to repay such Global Notes pursuant to the terms set forth in such Global Notes.
Payments of Principal and Interest Upon Exercise of Optional` Repayment:	Trustee Notice to Company of Option to be Repaid. Upon receipt of notice of exercise of the option for repayment and the Global Notes so to be repaid as set forth in such Notes, the Trustee shall give notice to the Company by the time provided in such Global Notes of such Optional Repayment Date and of the principal amount of Global Notes to be repaid on such Optional Repayment Date.
	Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Global Notes or portions thereof which are to be repaid on such date. The Trustee will use such money to repay such Global Notes pursuant to the terms set forth in such Global Notes.
Trustee Not to Risk Funds:	Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the Company, the Depositary, the Agents or the purchaser, it being understood by all parties that payments made by either the Trustee to the Company, the Depositary, the Agents or the purchaser shall be made only to the extent that funds are provided to the Trustee for such purpose.
Authenticity of Signatures:	The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee’s officers, employees or agents who have been authorized by the Trustee to authenticate Global Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Global Note.
Payment of Expenses:	The Agents shall forward to the Company, on a monthly basis, a statement of the out-of-pocket expenses incurred by the Agents during that month that are reimbursable to them pursuant to the terms of the Agency Agreement. The Company will remit payment to the Agents currently on a monthly basis.

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Advertising Costs: The Company will determine with the Agents the amount of advertising that may be appropriate in offering the Global Notes. Reasonable advertising expenses will be paid by the Company.

PART II

Administrative Procedures for Certificated Notes

                    The Trustee will serve as registrar and transfer agent in connection with the Certificated Notes.

Price to Public:	Each Certificated Note will be issued at 100% of principal amount, unless otherwise agreed to by the Company.
Date of Issuance:	Each Certificated Note will be dated and issued as of the date of its authentication by the Trustee.
Maturities:	Each Certificated Note will mature on a Business Day selected by the purchaser and agreed upon by the Company, such date being at least nine months from the date of issuance. Each Certificated Floating Rate Note will mature on an Interest Payment Date as defined in such Note.
Registration:	Certificated Notes will be issued only in fully registered form without coupons.
Currency:	The specified currency for a Certificated Note shall be U.S. dollars unless another currency is specified in the applicable Pricing Supplement.
Denominations:	The Certificated Notes will be issued and payable in U.S. dollars (or in the other specified currency) in the denomination of $100,000 and any larger denomination that is an integral multiple of $1,000. The Certificated Notes may not be resold or exchanged for denominations smaller than $100,000.
Interest:	General. Unless otherwise indicated in the applicable Pricing Supplement, interest, if any, on each Certificated Note will accrue from the Original Issue Date (or such other date on which interest otherwise begins to accrue (if different from the Original Issue Date)) of such Certificated Note for the first interest period or the last date to which interest has been paid, if

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	any, for each subsequent interest period, on such Certificated Note, and will be calculated and paid in the manner and on the dates described in such Certificated Note and in the Prospectus, as supplemented by the applicable Pricing Supplement. Unless otherwise specified therein, each payment of interest on a Certificated Note will include interest accrued to but excluding the Interest Payment Date.
	Regular Record Dates. The Regular Record Dates with respect to any Interest Payment Date for a Fixed Rate Certificated Note, Floating Rate Certificated Note or Indexed Rate Certificated Note shall be the date (whether or not a Business Day) fifteen calendar days immediately preceding such Interest Payment Date.
Payments of Interest:	The Trustee will pay the principal amount of each Certificated Note at Maturity or upon redemption upon presentation and surrender of such Certificated Note to the Trustee. Such payment, together with payment of interest due at Maturity or upon redemption of such Certificated Note, will be made in funds available for immediate use by the Trustee and in turn by the holder of such Certificated Note. Certificated Notes presented to the Trustee at Maturity or upon redemption for payment will be canceled and disposed of by the Trustee, and, if requested by the Company, a certificate of disposal will be delivered to the Company. All interest payments on a Certificated Note (other than interest due at Maturity or upon redemption) will be made by check drawn on the Trustee (or another person appointed by the Trustee) and mailed by the Trustee to the person entitled thereto as provided in such Certificated Note and the applicable Indenture; provided, however, that any holder of $10,000,000 or more of Certificated Notes having the same Interest Payment Dates will, upon written request prior to the Regular Record Date in respect of an Interest Payment Date, be entitled to receive payment by wire transfer of immediately available funds to an account with a financial institution in the United States. Following each Regular Record Date, the Trustee will furnish the Company with a list of interest payments (to the extent known) to be made on the following Interest Payment Date for each Certificated Note and in total for all Certificated Notes. Interest at Maturity or upon redemption will be payable to the person to whom the payment of principal is payable. The Trustee will provide monthly to the Company lists of principal and interest, to the extent ascertainable, to be paid on Certificated Notes maturing or to be redeemed in the next month.

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	Withholding Taxes. The amount of any taxes required under applicable law to be withheld from any interest payment on a Certificated Note will be determined and withheld by the Trustee. The Company will be responsible for withholding taxes on interest paid on Certificated Notes as required by applicable law.
	If any interest payment date for a Floating Rate Global Note would otherwise be a day that is not a business day for that Global Note, the interest payment date for that Global Note shall be postponed to the next day that is a business day for that floating rate debt security, except that in the case of a Floating Rate Global Note that is a LIBOR Note or a EURIBOR Note, if such day falls in the next calendar month, The Interest Payment Date shall be the immediately preceding day that is a business day. If the maturity date of a Floating Rate Global Note falls on a day that is not a business day, the payment of principal, premium, if any, and interest, if any, will be made on the next succeeding business day, and we will not pay any additional interest for the period from and after the maturity date.
Preparation of Pricing Supplement:	If any order to purchase a Certificated Note is accepted by or on behalf of the Company, the Company will prepare a Pricing Supplement reflecting the terms of such Certificated Note, will file one copy thereof by electronic submission with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act, will deliver such number of copies thereof to the Agents as the Agents shall request and will, on the Agents’ behalf, file any required copy of the Pricing Supplement with the FINRA. The Agents will cause the Prospectus and Pricing Supplement to be delivered to the purchaser of such Certificated Note (either physically or pursuant to Rule 172 under the Act).
	Copies of the appropriate number of Pricing Supplements shall be delivered to the Agents at the addresses set forth for each of the Agents in the Agency Agreement by 11:00 A.M., on the Business Day following the acceptance of an offer by or on behalf of the Company.
	In each instance that a Pricing Supplement is prepared, the Agents will affix the Pricing Supplement to a Prospectus prior to its use. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files), will be destroyed.

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Acceptance and Rejection of Offers:	The Company shall have the right to accept offers to purchase its Certificated Notes in its sole discretion and may reject any such offer in whole or in part. The Company will promptly notify the Selling Agent of its acceptance or rejection of an offer to purchase its Certificated Notes. Each Agent shall have the right, in its discretion reasonably exercised without advising the Company, to reject any offer in whole or in part. Each Agent shall promptly communicate to the Company, orally or in writing, each reasonable offer to purchase Certificated Notes from the Company received by such Agent, other than those rejected by such Agent in the reasonable exercise of its discretion.
Settlement:	The receipt of immediately available funds in U.S. Dollars (or in the other specified currency) by the Company in payment for a Certificated Note and the authentication and issuance of such Certificated Note shall, with respect to such Certificated Note, constitute “Settlement”. All offers accepted by the Company will be settled from one to three Business Days from the date of acceptance by the Company pursuant to the timetable for Settlement set forth below unless the Company and the purchaser agree to Settlement on a later date, provided, however, that the Company will so notify the Trustee of any such later date on or before the Business Day immediately prior to the Settlement date.
Settlement Procedures:	In the event of a purchase of Certificated Notes by an Agent, as principal, appropriate Settlement details will be set forth in the applicable Terms Agreement to be entered into between such Agent and the Company pursuant to the Agency Agreement. Settlement Procedures with regard to each Certificated Note sold by the Company or through each Agent shall be as follows:

A.	The Selling Agent will advise the Company (unless provided by the purchaser directly to the Company) by telephone, telex or facsimile, of the following Settlement information:
	(1)	Exact name in which the Certificated Note is to be registered (“Registered Owner”).

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(2)	Exact address of the Registered Owner and address for payment of principal and interest, if any.
(3)	Taxpayer identification number of the Registered Owner.
(4)	Principal amount of the Certificated Note (and, if multiple Certificated Notes are to be issued, denominations thereof).
(5)	Settlement Date.
(6)	Stated Maturity.
(7)	Price.
(8)	Trade Date.
(9)	Interest rate:
	(a)	Fixed Rate Notes:
		i)	Interest Rate
		ii)	Interest Payment Periods and Interest Payment Dates
		iii)	Regular Record Dates
	(b)	Floating Rate Notes:
		i)	Interest Rate Basis
		ii)	Initial Interest Rate
		iii)	Spread and/or Spread Multiplier, if any
		iv)	Interest Reset Periods and Interest Reset Dates
		v)	Interest Payment Periods and Interest Payment Dates
		vi)	Index Maturity
		vii)	Maximum and Minimum Interest Rates, if any
		viii)	Interest Determination Dates
		ix)	Regular Record Dates
(10)	The date on or after which the Certificated Notes are redeemable at the option of the Company, and additional redemption provisions, if any.
(11)	Wire transfer information for payment of interest.
(12)	Interest Payment Date and the Interest Payment Period.

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	(13)	Agents’ commission.
	(14)	Specified Currency.
	(15)	Any other terms necessary to complete the Certificated Note.
B.	The Company will confirm the information set forth in Settlement Procedure “A” above and the name of the Selling Agent to the Trustee by telephone, telex or facsimile, and the Trustee will assign a CUSIP number to the transaction. If the Company rejects an offer, the Company will promptly notify the Selling Agent and the Trustee by telephone.
C.	The Trustee will complete the Certificated Note and will authenticate such Certificated Note.
D.	The Trustee will deliver the Certificated Note to the Selling Agent.
E.	The Selling Agent will cause to be wire transferred to a bank account designated by the Company immediately available funds in U.S. dollars (or in the other specified currency) in the amount of the principal amount of the Certificated Note.
F.	The Selling Agent will deliver the Certificated Note to the purchaser against payment in immediately available funds in the amount of the principal amount of the Certificated Note. The Selling Agent will deliver to the purchaser a copy of the most recent Prospectus applicable to the Certificated Note with or prior to any written offer of Certificated Notes, delivery of the Certificated Note and the confirmation and payment by the purchaser for the Certificated Note.

Settlement Procedures
Timetables: For offers accepted by the Company, Settlement Procedures “A” through “F” set forth above shall be completed on or before the respective times set forth below:

Settlement
Procedure	Time	(New York)
A	5 PM on date of order
B	3 PM on the Business Day prior to Settlement date

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C-D	12 noon on the Settlement date
E	2:15 PM on the Settlement date
F	3 PM on the Settlement date

Failure to Settle:

In the event that a purchaser of a Certificated Note shall either fail to accept delivery of or make payment for the Certificated Note on the date fixed by the Company for Settlement, the Selling Agent will immediately notify the Trustee and the Company by telephone, confirmed in writing, of such failure and return the Certificated Note to the Trustee. Upon the Trustee’s receipt of the Certificated Note from such Selling Agent, the Company will promptly return to such Selling Agent an amount of immediately available funds in U.S. dollars (or in the other specified currency) equal to any amount previously transferred to the Company in respect of the Certificated Note pursuant to advances made by such Selling Agent. Such returns will be made on the Settlement date, if possible, and in any event not later than 12:00 noon on the Business Day following the Settlement date. The Company will reimburse such Selling Agent on an equitable basis for its loss of the use of the funds during the period when the funds were credited to the account of the Company. Upon receipt of the Note in respect of which the default occurred, the Trustee will mark the Note “canceled”, make appropriate entries in its records and deliver the Certificated Note to the Company with an appropriate debit advice. Subject to the Agency Agreement, the Selling Agent will not be entitled to any commission with respect to any Certificated Note that the purchaser does not accept or make payment for.

Redemption:

Except as otherwise specified in an applicable Pricing Supplement or in the applicable Certificated Note, the Notes will not be redeemable prior to their Stated Maturity. If so specified in an applicable Pricing Supplement or in the applicable Certificated Note, such Certificated Note will be subject to redemption by the Company, on any Interest Payment Date commencing on or after the date set forth on the Certificated Note, which shall be at least six months after the date of original issue of such Certificated Note, in whole but not in part, at the option of the Company, at the redemption price set forth on the Certificated Note, together with interest accrued thereon to the date of redemption.

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Procedures upon Company’s Exercise of Optional Redemption:	Company Notice to Trustee regarding Exercise of Optional Redemption. At least 60 days prior to the date on which it intends to redeem a Certificated Note, the Company will notify the Trustee for such Certificated Note that it is exercising such option with respect to such Certificated Note on such date.
	Trustee Notice to Holders regarding Company’s Exercise of Optional Redemption. After receipt of notice that the Company is exercising its option to redeem a Certificated Note, the Trustee will, at least 30 days before the Redemption Date for such Certificated Note, mail a notice, first class, postage prepaid, to the Holder of such Certificated Note, informing such Holder of the Company’s exercise of such option with respect to such Certificated Note.
Payments of Principal and Interest Upon Exercise of Optional Repayment	Trustee Notice to Company of Option to be Repaid. Upon receipt of notice of exercise of the option for repayment and the Certificated Notes to be repaid as set forth in such Certificated Notes, the Trustee for such Certificated Notes shall give notice to the Company by the time provided for in such Certificated Notes of such Optional Repayment Date and of the principal amount of Certificated Notes to be repaid.
Payment at Maturity:	Upon presentation of each Certificated Note at Stated Maturity or upon redemption, the Trustee (or any duly appointed paying agent) will pay the principal amount thereof, together with accrued interest. Such payment shall be made in immediately available funds in U.S. dollars (or such other specified currency), provided that the Certificated Note is presented to the Trustee (or any such paying agent) in time for the Trustee (or such paying agent) to make payments in such funds in accordance with its normal procedures. The Company will provide the Trustee (and any such paying agent) with funds available for immediate use for such purpose. Certificated Notes presented at Stated Maturity or upon redemption will be canceled by the Trustee.
Procedures for Rate Setting and Posting:	The Company and the Agents will discuss from time to time the rates to be borne by the Certificated Notes that may be sold as a result of the solicitation of offers by the Agents. Once any Agent has recorded any indication of interest in Certificated Notes upon certain terms, and communicated with the Company, if the Company accepts an offer to purchase Certificated Notes upon such terms, it will supply an appropriate number of copies of the Prospectus, as then

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	amended or supplemented, to the Agent who presented such offer. See “Delivery of Prospectus.” No Settlements with respect to Certificated Notes upon such terms may occur prior to such delivery and the Agents will not, prior to such delivery, mail confirmations to customers who have offered to purchase Certificated Notes upon such terms. After such delivery, sales, mailing of confirmations and Settlements may occur with respect to Certificated Notes upon such terms, subject to the provisions of “Delivery of Prospectus” below.
	If the Company decides to post rates and a decision has been reached to change interest rates, the Company will promptly notify each Agent. Each Agent will forthwith suspend solicitation of purchases. At that time, the Agents will recommend and the Company will establish rates to be so “posted.” Following establishment of posted rates and prior to the delivery described in the following sentence, the Agents may only record indications of interest in purchasing Certificated Notes at the posted rates. Once any Agent has recorded any indication of interest in Certificated Notes at the posted rates and communicated with the appropriate Officer of the Company, if the Company plans to accept an offer at the posted rate, it will supply an appropriate number of copies of the applicable Pricing Supplement to the Agent who presented such offer. See “Delivery of Pricing Supplement.” No Settlements at the posted rates may occur prior to such delivery and the Agents will not, prior to such delivery, mail confirmations to customers who have offered to purchase Certificated Notes at the posted rates. After such delivery, sales, mailing of confirmations and Settlements may resume, subject to the provisions of “Delivery of Pricing Supplement” below.
Suspension of Solicitation:	In the event that at the time the Agents, at the direction of the Company, suspend solicitation of offers to purchase from the Company there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agents through the Trustee whether such orders may be settled and whether copies of the Prospectus, as then amended or supplemented, as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the Settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered.

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Delivery of Pricing Supplement:	A copy of the Prospectus, as most recently amended or supplemented on the date of delivery thereof, must be delivered by an Agent (or, in the case of a sale made directly by the Company, by the Company) to a purchaser (either physically or pursuant to Rule 172 under the Act) prior to or together with the earlier of the delivery of (i) the written confirmation of a sale sent to a purchaser or his agent and (ii) any Certificated Note purchased by such purchaser. The Company will use its best efforts to ensure that the Agents receive copies of the Prospectus and each amendment or supplement thereto in such quantities and within such time limits as will enable an Agent to deliver such confirmation or Certificated Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. If, since the date of acceptance of a purchaser’s offer, the Prospectus shall have been supplemented solely to reflect any sale of Certificated Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the prospectus as supplemented to reflect the terms of the Certificated Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus.
Confirmation:	For each order to purchase a Certificated Note solicited by the Agent and accepted by or on behalf of the Company, the Agent will issue a confirmation to the purchaser, with a copy to the Company, setting forth the details set forth above and delivery and payment instructions.
Trustees Not to Risk Funds:	Nothing herein shall be deemed to require either the Trustee to risk or expend its own funds in connection with any payment to the Company, the Agents or the purchaser, it being understood by all parties that payments made by either the Trustee to the Company, the Agents or the purchaser shall be made only to the extent that funds are provided to the Trustee for such purpose.
Authenticity of Signatures:	The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee’s officers, employees and agents who have been authorized by the Trustee to authenticate Certificated Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Certificated Note.

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Payment of Expenses:	The Agents shall forward to the Company, on a monthly basis, a statement of the out-of-pocket expenses incurred by the Agents during that month that are reimbursable to them pursuant to the terms of the Agency Agreement. The Company will remit payment to the Agents currently on a monthly basis.
Advertising Costs:	The Company will determine with the Agents the amount of advertising that may be appropriate in offering the Certificated Notes. Reasonable advertising expenses will be paid by the Company.

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Annex III

AUDITORS’ COMFORT LETTERS

The independent accountants referred to in Section 6(j) of the Agency Agreement shall deliver letters, in accordance with such section confirming that they are independent public accountants with respect to the Company within the meaning of the Act and the Exchange Act and the respective applicable rules and regulations adopted by the Commission thereunder and [that they have performed a review of the unaudited interim financial information of the Company for the     -month period ended                    , 20   , and as at                    , 20   , [insert in each case the date of the most recent unaudited financial statements included or incorporated by reference in the Registration Statement or the Prospectus] in accordance with Statement on Auditing Standards No. 100, and stating in effect that:

(i) in their opinion the audited financial statements and financial statement schedules [and pro forma financial statements] included or incorporated by reference in the Registration Statement and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States);
(ii) on the basis of a reading of the latest unaudited financial statements made available by the Company; [their limited review, in accordance with standards established under Statement on Auditing Standards No. 100, of the unaudited interim financial information for the      -month period ended                    , 20   and as at                    , 20   [insert in each case the date of the most recent unaudited financial statements included or incorporated by reference in the Registration Statement or the Prospectus][, as indicated in their report dated                    , 20   incorporated by reference in the Registration Statement [and the Prospectus]];] carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) that would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders and directors of the Company; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to transactions and events subsequent to                    , 20   , [insert date of the most recent audited financial statements included or incorporated by reference in the Registration Statement or the Prospectus], nothing came to their attention that caused them to believe that:
	(1) any unaudited financial statements included or incorporated by reference in the Registration Statement [and the Prospectus] do not comply as to form in all material respects with applicable accounting

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requirements of the Act and with the related rules and regulations adopted by the Commission with respect to financial statements included or incorporated by reference in quarterly reports on Form 10-Q under the Exchange Act; and said unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement [and the Prospectus];

          (2) with respect to the period subsequent to                    , 20   [insert date of the most recent financial statements (other than any capsule information), audited or unaudited, included or incorporated by reference in the Registration Statement or the Prospectus], there were, at a specified date not more than five days prior to the date of the letter, any change in the capital stock, increase in long-term debt, or decrease in consolidated stockholders’ equity of the consolidated Company as compared with the amounts shown on the                    , 20   [insert same date as above] consolidated balance sheet included or incorporated by reference in the Registration Statement [and the Prospectus], or for the period from                    , 20   [insert date one day after the date inserted above] to such specified date there were any decreases, as compared with                              [insert the appropriate comparative period; e.g.: the corresponding period in the preceding year; or, the corresponding period in the preceding quarter; or if no appropriate period exists, insert dollar amounts for each item] in consolidated revenues or consolidated net income, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Agents;

          (3) [If the interim financial statements included or incorporated by reference in the Registration Statement or the Prospectus are supplemented by later income statement information (so called “capsule” information), add: the unaudited amounts of                              [describe the capsule information and its location] do not agree with the amounts set forth in the unaudited financial statements for the same periods or were not determined on a basis substantially consistent with that of the corresponding amounts in the audited financial statements included or incorporated by reference in the Registration Statement [and the Prospectus]; and [If the capsule information meets the minimum disclosure requirements of APB Opinion No. 28, paragraph 30, the section above should be expanded also to cover “conformity with generally accepted accounting

III-2

	principles”; see paragraph 38 of Statement on Auditing Standards No. 72]
(iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth or incorporated by reference in the Registration Statement [and the Prospectus], agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation[; and][.]
(iv) [If unaudited pro forma financial statements are included or incorporated by reference in the Registration Statement or the Prospectus, it is preferable for the accountants to prepare and include in the Registration Statement or the Prospectus an examination or review “report” on the pro forma financial statements (see bracketed language in paragraph (i) above). To the extent a report is not included on annual or interim pro forma financial statements, include the following in the comfort letter, which is based on Example ”D” of Statement on Auditing Standards No. 72: on the basis of a reading of the unaudited pro forma financial statements included or incorporated by reference in the Registration Statement [and the Prospectus] (the “pro forma financial statements”); carrying out certain specified procedures; inquiries of certain officials of the Company [and                       ] [insert name of acquired company, if appropriate] who have responsibility for financial and accounting matters; and proving the arithmetic accuracy of the application of the pro forma adjustments to the historical amounts in the pro forma financial statements, nothing came to their attention which caused them to believe that the pro forma financial statements do not comply as to form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X or that the pro forma adjustments have not been properly applied to the historical amounts in the compilation of such statements.]

III-3

EX-1.(C)

Exhibit 1(c)

SELLING AGENT AGREEMENT

by and among

American Express Credit Corporation

and the

Agents named herein

June 18, 2012

June 18, 2012

To Incapital LLC and the Agents listed on
the signature page hereto.

                    American Express Credit Corporation, a Delaware corporation (the “Company”), proposes to issue an unlimited amount of InterNotes®, due nine months or more from the date of issue (the InterNotes® alone are referred to herein as the “Notes”). The Notes are to be issued pursuant to an indenture, dated as of June 9, 2006, between The Bank of New York Mellon (formerly known as The Bank of New York) (the “Trustee”) and the Company (as amended or supplemented from time to time, the “Indenture”). The terms of the Notes are described in the Prospectus referred to below.

                    Subject to the terms and conditions contained in this Agreement, the Company hereby (1) appoints each of you as agent of the Company (each, an “Agent” and together, the “Agents”) for the purpose of soliciting offers to purchase Notes and each of you hereby agrees to use your reasonable best efforts to solicit offers to purchase Notes, after consultation with Incapital LLC (the “Purchasing Agent”), upon terms acceptable to the Company at such times and in such amounts as the Company shall from time to time specify and in accordance with the terms hereof, and (2) agrees that whenever the Company determines to sell Notes pursuant to this Agreement, such Notes shall be sold pursuant to a Terms Agreement (as defined herein) relating to such sale in accordance with the provisions of Section V hereof between the Company and the Purchasing Agent, with the Purchasing Agent purchasing such Notes as principal for resale to other Agents or dealers (the “Selected Dealers”), each of whom will purchase as principal. The Company reserves the right to enter into agreements substantially similar hereto with other agents.

SECTION I.

                    The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement, as defined under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), on Form S-3 (File No. 333-     ), not earlier than three years prior to the date hereof; the base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”; the various parts of such registration statement, including all exhibits thereto and including any prospectus supplement relating to the Notes that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement, each as amended or supplemented at the time such part of such registration statement became effective determined pursuant to Rule 430B(f)(2) under the Securities Act (the “Effective Date”) or as amended or filed pursuant to Section III(a), are hereinafter collectively called the “Registration Statement”; the Base Prospectus, as supplemented by the prospectus supplement dated June 18, 2012 relating to the Notes, is hereinafter called the “Prospectus”; any reference herein to the Registration Statement, the Base Prospectus or the Prospectus shall be deemed to refer to and include the documents

InterNotes® is a registered servicemark of Incapital Holdings LLC

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incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such prospectus; any supplement to the Prospectus that sets forth only the terms of a particular issue of the Notes is hereinafter called a “Pricing Supplement”; any reference to any amendment or supplement to the Prospectus shall be deemed to refer to and include any prospectus supplement (including any preliminary prospectus supplement) relating to the Notes filed with the Commission pursuant to Rule 424(b) under the Securities Act and any documents filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated therein, in each case after the date of the Base Prospectus or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement. The Registration Statement has become effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

                    With respect to each issue of Notes, the “Applicable Time” means, with respect to each offering of Notes, the time of initial entry into contracts with investors for the sale of such Notes, which such times shall be recorded by the Purchasing Agent and furnished to the Company as set forth in the “Disclosure Package Schedule,” the form of which is attached as Exhibit F hereto, and deemed to be part of the applicable Terms Agreement; and the “Disclosure Package” will be the Prospectus, as amended or supplemented, at the Applicable Time together with such “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act (an “Issuer Free Writing Prospectus”), if any, as may be listed in the applicable Disclosure Package Schedule.

SECTION II.

                    The Agents’ obligations hereunder are subject to the accuracy of the representations and warranties on the part of the Company herein contained as of the date of such opinion, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the applicable Settlement Date (as defined herein) (including the filing of any documents incorporated by reference therein), as of the Applicable Time and as of each Settlement Date, to the accuracy of the statements of the Company’s officers made in any certificates furnished pursuant to the provisions hereof, to the performance and observance by the Company of all of its covenants and agreements herein contained, and to the following additional conditions (it being understood that references in Sections II(a) through II(d) to the Disclosure Package shall be deemed to apply only when the documents described in this section are required to be delivered pursuant to the requirements of Section VIII hereof in connection with an issuance of Notes):

          (a) Prior to the applicable Settlement Date, (i) the Company shall have filed the applicable Pricing Supplement with the Commission in the manner and within the time period required by Rule 424(b) under the Securities Act and Section III(e) and (ii) any Issuer Free Writing Prospectus required to be filed by the Company with respect to the applicable Notes pursuant to Rule 433(d) under the Securities Act, shall have been filed with the Commission

2

within the applicable time periods prescribed for such filings under such Rule 433 or, if applicable, in accordance with Rule 164(b).

          (b) On the date hereof, the Agents shall have received the favorable opinion or opinions, dated the date hereof, of David S. Carroll, Esq., counsel for the Company reasonably satisfactory to the Agents, in form and scope reasonably satisfactory to the Agents (and on which the Trustee shall be entitled to rely), to the following effect:

          (i) The Company has been duly incorporated and is validly existing and in good standing under the law of the State of Delaware and has all corporate power and authority necessary to own its properties and conduct the business in which it is engaged as described in the Registration Statement, the Prospectus and the Disclosure Package; the Company is duly qualified to do business as a foreign corporation in good standing in all jurisdictions in which it owns or leases substantial properties or in which the conduct of its business requires such qualification and the failure so to qualify would have a material adverse effect on the Company; and except as may be disclosed in the Registration Statement, the Prospectus and the Disclosure Package, all outstanding shares of capital stock of the Company are owned by a wholly owned subsidiary of American Express Company, a New York corporation (“American Express”), free and clear of any lien, pledge and encumbrance or, to the best of such counsel’s knowledge, any claim of any third party;

          (ii) Such counsel does not know of any litigation or governmental proceeding pending or threatened against the Company or its subsidiaries which would affect the subject matter of this Agreement or the Indenture or is required to be disclosed in the Registration Statement, the Prospectus or the Disclosure Package which is not disclosed and correctly summarized therein;

          (iii) Such counsel does not know of any contracts or other documents which are required to be filed as exhibits to the Registration Statement or incorporated by reference in the Prospectus by the Securities Act, the Exchange Act or the Trust Indenture Act or the rules and regulations thereunder, which have not been filed as exhibits to the Registration Statement or incorporated therein by reference as permitted by the rules and regulations thereunder;

          (iv) To the best of such counsel’s knowledge, neither the Company nor its subsidiaries is in violation of their corporate charter or by-laws, or in default under any agreement, indenture or instrument, the effect of which default would be material to the Company;

          (v) Neither the issuance or sale of the Notes nor the execution, delivery and performance of this Agreement and the Indenture by the Company and the consummation of any other transactions contemplated by this Agreement or the Indenture will conflict with, or result in a breach or violation of, or result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company or its subsidiaries pursuant to the terms of, or constitute a default under, any agreement, indenture or

3

instrument known to such counsel, to which the Company or its subsidiaries is a party or by which it or its properties is bound, or result in a violation of the corporate charter or by-laws of the Company or its subsidiaries or any law, order, rule or regulation (applicable to the Company, or its subsidiaries or their respective properties) of any court or governmental agency having jurisdiction over the Company, or its subsidiaries or their respective properties; except as required by the Securities Act, the Trust Indenture Act and applicable state securities laws, no consent, authorization or order of, or filing or registration with, any court or governmental agency is required for the issuance or sale of the Notes or the execution, delivery and performance of this Agreement and the Indenture, except as has been duly obtained or made and is in full force and effect;

          (vi) The Indenture has been duly authorized, executed and delivered by the Company and duly qualified under the Trust Indenture Act; the Indenture constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing;

          (vii) The Notes have been duly authorized by all necessary corporate action, and the master global note evidencing the Notes has been duly executed and delivered by the Company, and when such master global note has been authenticated and delivered by or on behalf of the Trustee and the Notes evidenced thereby have been issued and delivered in accordance with the Company’s Authentication Order to the Trustee, dated as of the date hereof, and the Administrative Procedures attached thereto as Exhibit A, the Notes will constitute legal, valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable in accordance with their terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing;

          (viii) The Indenture and Notes conform in all material respects to the statements concerning each of them in the Prospectus and the applicable Disclosure Package;

          (ix) The Registration Statement, and any amendment thereof filed by the Company, became effective under the Securities Act upon filing, the Prospectus, and any amendment or supplement thereto, and any Issuer Free Writing Prospectus was filed with the Commission pursuant to Rule 424(b) or Rule 433(d), as the case may be, in the manner and within the applicable time periods specified therein; and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose is pending or threatened by the Commission;

4

          (x) The Registration Statement, the Prospectus and each amendment or supplement thereto comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Trust Indenture Act and the rules and regulations thereunder (except that no opinion need be expressed as to the financial statements or schedules or other data of a financial or related statistical nature, or to the Forms T-1);

          (xi) The statements made in the Disclosure Package and the Prospectus under the captions “Description of Debt Securities” and “Description of Notes,” insofar as they purport to summarize the provisions of the Notes and the Indenture, fairly present the information called for with respect thereto by Form S-3;

          (xii) The statements made in the Disclosure Package and the Prospectus under the caption “Certain Federal Income Tax Considerations” insofar as such statements purport to summarize certain federal income tax laws of the United States, constitute a fair summary of the principal United States federal income tax consequences of an investment in the Notes; and

          (xiii) This Agreement has been duly authorized, executed and delivered by the Company.

                    In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of Delaware, the State of New York, or the federal law of the United States, to the extent he deems proper and specified in such opinion, upon the opinion of other counsel of good standing whom he believes to be reliable and who are satisfactory to Counsel for the Agents and (B) as to matters of fact, to the extent he deems proper, on certificates of responsible officers of the Company and public officials.

                    Such counsel shall also state, as of the date hereof, that nothing that came to such counsel’s attention in the course of the Company’s review which has caused such counsel to believe that the Registration Statement, as of its most recent Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as amended or supplemented, as of the date thereof or as of the date of the applicable Terms Agreement and as of the date of delivery of such Notes (the “Settlement Date”) with respect thereto, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, if such opinion is being delivered pursuant to Section VIII(c) hereof in connection with the purchase of the Notes by any Agent as principal, such counsel shall state that nothing that came to such counsel’s attention in the course of the Company’s review which has caused such counsel to believe that the Disclosure Package (when considered together with the terms of the Notes specified in, and the information on the front cover of, the Pricing Supplement, if the Disclosure Package does not contain such terms and information) as of the Applicable Time contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such counsel may state that he does not express

5

any opinion or belief as to the financial statements or other financial or statistical data contained in the Registration Statement, the Disclosure Package or the Prospectus, as amended or supplemented.

          (c) On the date hereof, the Agents shall have received the favorable opinion or letter, dated the date hereof, of Cleary Gottlieb Steen & Hamilton LLP, counsel to the Agents, in form and scope reasonably satisfactory to the Agents, with respect to the validity of the Indenture and the Notes, the Registration Statement, the Disclosure Package and the Prospectus, as amended or supplemented, and other related matters as such Agent or Agents may reasonably request.

          (d) On the date hereof, the Agents shall have received a certificate of the President or any Vice President and the Treasurer or any Assistant Treasurer of the Company, dated as of the date hereof, to the effect that (i) since the respective dates as of which information is given in the Disclosure Package and the Prospectus, as then amended or supplemented, there has not been any material change in the stockholders’ equity or long-term debt of the Company (other than as a result of the sale of (A) Notes or (B) notes issued pursuant to the Company’s Medium-Term Note Program or Euro Medium-Term Note Programme or any material adverse change, or any development which will involve a prospective material adverse change, in or affecting the business, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries considered as a whole; (ii) the representations and warranties of the Company contained in Section VII hereof are true and correct with the same force and effect as though expressly made at and as of the date of such certificate; (iii) the Company has performed or complied with all agreements and satisfied all conditions on its part to be performed or satisfied in connection with the performance of its obligations hereunder at or prior to the date of such certificate; and (iv) no Event of Default (as defined in the Indenture), or event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default, shall have occurred and be continuing.

          (e) On the date hereof, each Agent shall have received from PricewaterhouseCoopers LLC a letter in form and substance satisfactory to the Agents, dated as of the date hereof, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Disclosure Package and the Prospectus, as then amended or supplemented.

          (f) On or prior to the time any Agent purchases Notes pursuant to a Terms Agreement: (i) there shall not have been any litigation or proceeding pending to restrain or enjoin the issuance or delivery of the Notes, or which in any way questions or affects the validity of the Notes; (ii) there shall not have occurred, since the date of the Terms Agreement, any downgrading in the rating accorded the Notes or any other debt securities of the Company by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) there shall not have been since the respective dates as to which information is given in the Disclosure Package and the Prospectus,

6

any material change, on a consolidated basis, in the shareholder’s equity, short-term debt, long-term debt, ratio of earnings to fixed charges, total assets, total revenue or total net income of the Company and its subsidiaries, in the condition (financial or other) or in the earnings of the Company, its subsidiaries, or the affairs, or business of the Company and its subsidiaries whether or not arising in the ordinary course of business, in each case other than as set forth in the Disclosure Package and the Prospectus, as then amended or supplemented, the effect of which in the judgment of the Purchasing Agent makes it impracticable or inadvisable to proceed with the purchase by any Agent of Notes from the Company on the terms and in the manner contemplated in the Disclosure Package and the Prospectus, as then amended or supplemented; (iv) there shall not have occurred (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market, (B) the engagement by the United States in hostilities which have resulted in the declaration of a national emergency or war, (C) any banking moratorium declared by U.S. Federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, or (D) the occurrence of any other calamity or crisis or any material adverse change in the existing financial, political or economic conditions in the United States or elsewhere that, in the judgment of the Purchasing Agent makes it impracticable or inadvisable to proceed with the purchase by any Agent of Notes from the Company on the terms and in the manner contemplated in the applicable Terms Agreement; and (v) no Event of Default, or event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default, shall have occurred and be continuing under the Indenture.

SECTION III.

                    The Company covenants and agrees with each Agent as follows:

          (a) Prior to the termination of the offering of the Notes pursuant to this Agreement or any Terms Agreement, the Company will not file any supplement to the Prospectus or, except as provided below, any Pricing Supplement or any amendment to the Registration Statement unless the Company has previously furnished to the Agents copies thereof for their review and will not file any such proposed supplement or amendment to which the Agents reasonably object; provided, however, that (i) the foregoing requirement shall not apply to (A) any of the Company’s periodic filings with the Commission filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, or (B) an amendment or supplement relating solely to the Company’s Medium-Term Note Program and (ii) any Pricing Supplement that merely sets forth the terms or a description of particular Notes shall only be reviewed and approved by the Agent or Agents offering such Notes. Subject to the foregoing sentence, the Company will promptly cause each prospectus supplement relating to the Notes, including each Pricing Supplement, to be filed with or transmitted for filing to the Commission in accordance with Rule 424(b) under the Securities Act. If required by Rule 430B(h) under the Securities Act, the Company shall prepare a form of prospectus in a form approved by the Agents and will file such form of prospectus pursuant to Rule 424(b) under the Securities Act not later than may be required by Rule 424(b) under the Securities Act; and the Company shall make no further amendment or supplement to such form of prospectus which shall be disapproved by the Agents promptly after reasonable notice thereof.

7

                    The Company will promptly advise the Agents (i) of the filing of any amendment or supplement to the Prospectus (except that notice of the filing of an amendment or supplement to the Prospectus that merely sets forth the terms or a description of particular Notes shall only be given to the Agent or Agents offering such Notes), (ii) of the filing and effectiveness of any amendment to the Registration Statement, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any part thereof or of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; provided, however that with respect to (i) and (ii) above, (i) the foregoing requirement shall not apply to (A) any of the Company’s periodic filings with the Commission filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, or (B) an amendment or supplement relating solely to the Company’s Medium-Term Note Program and (ii) any Pricing Supplement that merely sets forth the terms or a description of particular Notes shall only be reviewed and approved by the Agent or Agents offering such Notes. Prior to the termination of the offering of the Notes pursuant to this Agreement or any Terms Agreement, the Company will use its reasonable efforts to prevent the issuance of any such stop order, notice of objection or notice of suspension of qualification and, in the event of the issuance of any such stop order or notice of suspension or qualification, the Company will use promptly its commercially reasonable efforts to obtain its withdrawal, and in the event of any such issuance of a notice of objection, the Company promptly will take such steps, including, without limitation, amending the Registration Statement or filing a new registration statement, at its own expense, as may be necessary to permit offers and sales of the Notes by the Agents (references herein to the “Registration Statement” shall include any such amendment or new registration statement). If the Prospectus is amended or supplemented as a result of the filing under the Exchange Act of any document incorporated by reference in the Prospectus, no Agent shall be obligated to solicit offers to purchase Notes so long as it is not reasonably satisfied with such document.

                    If any event shall occur or condition shall exist as a result of which the Disclosure Package or the Prospectus, as then amended or supplemented, in the opinion of counsel for the Agents or counsel for the Company, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if in the opinion of any such counsel it is necessary at any time to amend or supplement the Disclosure Package, the Registration Statement or the Prospectus, as then amended or supplemented, to comply with applicable law, the Company shall prior to the acceptance of any offer to purchase Notes prepare and, subject to this Section III(a), cause to be filed with the Commission an Issuer Free Writing Prospectus or an amendment or supplement to the Registration Statement or the Prospectus, as then amended or supplemented, in form and substance satisfactory to counsel for the Agents, that corrects such untrue statement or omission or effects such compliance and shall furnish at its own expense such Issuer Free Writing Prospectus or amended or supplemented Prospectus, as the case may be, to the Agents in such numbers as they may require.

8

          (b) Reasonably in advance of each time any annual or quarterly report of the Company filed under the Exchange Act is incorporated by reference into the Prospectus, and each time the Company sells Notes to an Agent as principal pursuant to a written terms agreement in substantially the form attached as Exhibit C (a “Terms Agreement”) and such Terms Agreement specifies the delivery of an opinion or opinions by Cleary Gottlieb Steen & Hamilton LLP, counsel to the Agents, as a condition to the purchase of Notes pursuant to such Terms Agreement, the Company shall furnish to such counsel such papers and information as they may reasonably request to enable them to furnish to such Agent the opinion or opinions referred to in Section II(c) hereof.

          (c) The Company will endeavor, in cooperation with the Agents, to qualify the Notes for offering and sale under the applicable securities laws of such states and other jurisdictions as the Agents may reasonably designate, and will maintain such qualifications in effect for as long as may be required for the distribution of the Notes; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Notes have been qualified as above provided. The Company will promptly advise the Agents of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any such state or jurisdiction or the initiating or threatening of any proceeding for such purpose.

          (d) Between the date of any Terms Agreement and the Settlement Date with respect thereto, and if agreed to by the applicable Agent or Agents and the Company, the Company will not, without the prior written consent of each such Agent, directly or indirectly, sell, offer to sell, or enter into any agreement to sell, any debt securities of the Company which are substantially similar to the Notes that are to be sold pursuant to such Terms Agreement. Any notes sold under the Company’s Medium-Term Note Program or Euro-Medium-Term Note Programme shall not be considered to be “substantially similar” to the Notes for purposes of the immediately preceding sentence.

          (e) The Company will prepare, with respect to any Notes to be sold through or to an Agent pursuant to this Agreement (and any applicable Terms Agreement), a Pricing Supplement with respect to such Notes substantially in one of the forms attached as Exhibit D or in such other form previously agreed upon by the Purchasing Agent and the Company and will file such Pricing Supplement with the Commission pursuant to Rule 424(b) under the Securities Act (i) in preliminary form on the date on which the proposed pricing information for any Notes are posted on the InterNotes^® website maintained by the Purchasing Agent and (ii) in final form not later than the close of business on the second business day following the earlier of the date of determination of the offering price or the date it is first used after effectiveness in connection with a public offering or sales. If an Agent has advised the Company that such Agent is relying, in connection with any offering of Notes, upon the exemption from Section 5(b) of the Securities Act set forth in Rule 172 under the Securities Act, and the Company is unable to file the applicable Pricing Supplement within the time period specified in the previous sentence, the Company shall file such Pricing Supplement as soon as practicable thereafter, as contemplated by Rule 172(c)(3) under the Securities Act.

9

          (f) The Company shall not be required to comply with the provisions of subsections (a) or (b) of this Section or the provisions of Section VIII hereof during any period from the time that the Agents (i) shall have been notified (such notice to be confirmed in writing) by the Company to suspend solicitation of offers to purchase the Notes and (ii) shall not then hold any Notes purchased as principal pursuant hereto, until the time the Company shall have notified the Agents (such notice to be confirmed in writing) of the Company’s determination that solicitation of purchases of the Notes should be resumed or any Agent shall subsequently purchase Notes from the Company as principal and the Company has subsequently delivered such documents required by Section VIII.

          (g) The Company will use the net proceeds received by it from the sale from time to time of Notes in the manner specified in the Prospectus under “Use of Proceeds.”

          (h) The Company shall pay the required Commission filing fees relating to the Notes within the time required by Rule 456(b)(1) under the Securities Act and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act.

          (i) With respect to any issue of Notes, but only if requested by the Agents offering such Notes prior to the Applicable Time, the Company shall prepare a final term sheet relating to such Notes substantially in the form set forth in Exhibit G hereto (the “Final Term Sheet”) and shall file the Final Term Sheet pursuant to Rule 433(d) under the Securities Act within the time required by such rule.

          (j) If by the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Notes remain unsold by the Agents, the Company will file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Notes, in a form satisfactory to the Agents. If at the Renewal Deadline the Company is no longer eligible to file an automatic shelf registration statement, the Company will, if it has not already done so, file a new shelf registration statement relating to the Notes, in a form satisfactory to the Agents and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Notes to continue as contemplated in the expired registration statement relating to the Notes. References herein to the “Registration Statement” shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be.

          (k) The Company will use its reasonable efforts, in cooperation with the Purchasing Agent, to cause such Notes as the Company and the Purchasing Agent agree to be accepted for listing on any stock exchange (each, a “Stock Exchange”), in each case as the Company and the Purchasing Agent shall deem to be appropriate. In connection with any such agreement to qualify Notes for listing on a Stock Exchange, the Company shall use its reasonable efforts to obtain such listing promptly and shall furnish any and all documents, instruments, information and undertakings that may be necessary or advisable in order to obtain and maintain the listing.

          (l) So long as any Note remains outstanding and listed on a Stock Exchange, if either (A) there is a significant change affecting any matter described in the Prospectus the inclusion of

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which was required by applicable law, the listing rules and regulations of such Stock Exchange on which any Notes are listed (the “Listing Rules”), or by such Stock Exchange or (B) a significant new matter arises the inclusion of information with respect to which would have been so required if it had arisen when the Prospectus was prepared, the Company will provide to the Purchasing Agent information about the change or matter, publish such supplement to the Prospectus as may be required by such Stock Exchange and otherwise comply with applicable law and the Listing Rules in that regard.

SECTION IV.

          (a) In connection with each issue of Notes, the Company and each Agent agree as follows:

          (i) Each Agent represents that it has not made and will not make any offer relating to the Notes that constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) or a portion thereof required to be filed (x) by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act, other than the information contained in one or more preliminary term sheets or the Final Term Sheet, or (y) by such Agent pursuant to Rule 433(d)(1)(ii) under the Securities Act, in each case without the prior consent of the Company, and that Section 2 to the applicable Disclosure Package Schedule will include all such free writing prospectuses for which the Agents have received such consent.

          (ii) The Company represents and agrees that it has not made and will not make any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus without the prior consent of the Agents, and that Section 2 to the applicable Disclosure Package Schedule will include all such free writing prospectuses for which the Company has received such consent.

          (b) The Company agrees that it has complied and will comply, as the case may be, with the requirements of Rule 433 under the Securities Act, including in respect of timely filing with the Commission, legending and record keeping.

          (c) The Company agrees that each Issuer Free Writing Prospectus and Pricing Supplement, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Notes or until any earlier date that the Company notified or notifies the Agents as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, as then amended or supplemented. The Company further agrees that if at any time following the issuance of an Issuer Free Writing Prospectus or Pricing Supplement any event occurred or occurs as a result of which such Issuer Free Writing Prospectus or Pricing Supplement, if not amended, would conflict with the information in the Registration Statement or the Prospectus, as then amended or supplemented, or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Company will give prompt notice thereof to the Agents and will promptly amend

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or supplement, at its own expense, such Issuer Free Writing Prospectus or Pricing Supplement to eliminate or correct such conflict, untrue statement or omission. The foregoing two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus or Pricing Supplement based upon and in conformity with written information furnished to the Company by any Agent specifically for use therein.

SECTION V.

          (a) Notes shall be purchased by each Agent as principal. The Agents shall offer the Notes upon the terms and conditions set forth herein, in the Disclosure Package and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company or the Purchasing Agent, as the case may be (which terms, unless otherwise agreed, may be agreed upon orally, with written confirmation prepared by such Agent or Agents and sent by facsimile or electronic mail to the Company). For the purpose of such sales the Agents will use the Disclosure Package, the Prospectus, as then amended or supplemented, and such term sheets and free writing prospectuses as are contemplated by Section IV(a) hereof which has been most recently distributed or made available to the Agents by the Company, and the Agents will offer and sell the Notes only as permitted or contemplated thereby and herein and will offer and sell the Notes only as permitted by the Securities Act and the applicable securities laws or regulations of any jurisdiction. An Agent’s commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to “this Agreement” shall include the agreement of one or more Agents to purchase Notes from the Company as principal.

                    The Company agrees to sell the Notes to the Purchasing Agent at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Exhibit A hereto; provided, however, that the Company and the Purchasing Agent may agree instead to a discount greater than or less than the percentages set forth on Exhibit A hereto. The actual aggregate discount with respect to each sale of Notes will be set forth in the related Terms Agreement and Pricing Supplement. The Purchasing Agent and the other Agents or selected broker-dealers (the “Selected Dealers”) will share the above-mentioned discount in such proportions as they may agree.

          (b) Procedural details relating to the issue and delivery of, and the solicitation of purchases and payment for, the Notes are set forth in the Administrative Procedures attached hereto as Exhibit B (the “Procedures”), as amended from time to time. Unless otherwise provided in a Terms Agreement, the provisions of the Procedures shall apply to all transactions contemplated hereunder. The Agents and the Company each agree to perform the respective duties and obligations specifically provided to be performed by each in the Procedures as amended from time to time. The Procedures may only be amended by written agreement of the Company and the Agents.

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SECTION VI.

                    Each sale of Notes shall be made in accordance with the terms of this Agreement, the Procedures and a separate Terms Agreement to be entered into which will provide for the sale of such Notes to, and the purchase and reoffering thereof, by the Purchasing Agent as principal. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Purchasing Agent. The offering of Notes by the Company hereunder and the Purchasing Agent’s agreement to purchase Notes pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations, warranties and agreements of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall describe the Notes to be purchased pursuant thereto by the Purchasing Agent as principal, and may specify, among other things, the principal amount of Notes to be purchased, the interest rate or interest rate basis (and whether such interest rate shall be fixed or floating) and maturity date or dates of such Notes, the interest payment dates, if any, the net proceeds to the Company, the initial public offering price at which the Notes are proposed to be reoffered, and the time, Settlement Date and place of delivery of and payment for such Notes, whether the Notes provide for a Survivor’s Option (as such term is defined in the Disclosure Package and the Prospectus), whether the Notes are redeemable or repayable and on what terms and conditions, and any other relevant terms. In connection with the resale of the Notes purchased, without the consent of the Company or the Purchasing Agent, the Agents are not authorized to appoint subagents or to engage the service of any other broker or dealer, other than the Selected Dealers, nor may any Agent reallow any portion of the discount paid to it.

SECTION VII.

                    The Company represents and warrants to each Agent as of the date hereof, as of the date of each acceptance by the Company of an offer for the purchase of Notes (including any purchase by the Purchasing Agent as principal, pursuant to a Terms Agreement or otherwise), as of the Applicable Time, as of each Settlement Date, and as of any time that the Registration Statement or the Prospectus shall be amended or supplemented or there is filed with the Commission any document incorporated by reference into the Prospectus (each of the times referenced above being referred to herein as a “Representation Date”) as follows:

          (a) The Registration Statement and any post-effective amendment thereto has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and, to the knowledge of the Company, no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company.

          (b) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each part of the Registration Statement, when such part became effective, did not contain and each such part, as amended or supplemented, if applicable, will not contain any

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untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and (iv) the Prospectus does not contain and, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by any Agent expressly for use therein.

          (c) With respect to each issue of Notes, (i) the Disclosure Package (when considered together with the terms of the Notes specified in, and the information on the front cover of, the Pricing Supplement, if the Disclosure Package does not contain such terms and information), as of the Applicable Time, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (ii) with respect to each issue of Notes, each Issuer Free Writing Prospectus relating to the Notes listed in Section 2 of the applicable Disclosure Package Schedule, if any, will not conflict with the information contained in the Registration Statement or the Prospectus; provided, however, that the representations and warranties set forth in this paragraph do not apply to statements or omissions made in the Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by any Agent expressly for use therein.

          (d) Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Registration Statement, the Prospectus and the applicable Disclosure Package; and each of the Company and its subsidiaries is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction that, in the opinion of counsel for the Company, requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole.

          (e) Each of this Agreement and any applicable Terms Agreement has been duly authorized, executed and delivered by the Company; the Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally or by general equitable principles; the Notes have been duly authorized by the Company and, when executed, authenticated and delivered in accordance with the provisions of this Agreement, any applicable Terms Agreement and the Indenture against payment therefor, will have been duly executed and delivered by, and will constitute valid and

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binding obligations of, the Company, will be entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally or by general equitable principles; and the terms of the Indenture and the Notes in respect of which an offer to purchase has been accepted by the Company are or will be in all material respects accurately described in the Disclosure Package and the Prospectus.

          (f) None of the Company or any of its subsidiaries has, since the date of the latest audited financial statements included in the Disclosure Package and the Prospectus, (i) sustained any material adverse change in the condition (financial or other), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, (ii) entered into any transaction not in the ordinary course of business material to the Company and its subsidiaries, taken as a whole, or (iii) incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business that are material in relation to the Company and its subsidiaries, taken as a whole.

          (g) The execution and delivery of this Agreement, any applicable Terms Agreement, the Indenture and the Notes, the consummation of the transactions contemplated herein and therein and compliance by the Company with its obligations hereunder and thereunder, as the case may be, will not conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to (i) the charter or by-laws of the Company or any of its subsidiaries, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or bound or to which its or their property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except, in the case of (ii) or (iii), where such conflict, breach or imposition of any lien, charge or encumbrance would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole.

          (h) Neither the Company nor any subsidiary is in violation or default of (i) any provision of its charter or bylaws, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except, in the case of (ii), where such violation or default would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole.

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          (i) To the best knowledge of the Company, no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property is pending or threatened that (i) could reasonably be expected to have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (ii) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the applicable Disclosure Package and the Prospectus.

          (j) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the execution and delivery of this Agreement, any applicable Terms Agreement, the Indenture or the Notes, the consummation of the transactions contemplated in any such document or herein, and compliance by the Company with its obligations hereunder and thereunder, except such as have been obtained under the Act and the Trust Indenture Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Notes by the Agents in the manner contemplated herein.

          (k) The Company is not, nor after giving effect to the transactions contemplated herein will be, an “investment company” as such term is defined in the U.S. Investment Company Act of 1940, as amended.

          (l) The obligations of the Company to pay the principal of and premium, if any, and interest on the Notes and any and all amounts that become due and payable under this Agreement constitute direct, unconditional and general obligations of the Company and rank and will rank pari passu in priority of payment with respect to all unsecured and unsubordinated indebtedness of the Company.

          (m) PricewaterhouseCoopers LLP, who have certified certain financial statements of the Company and its subsidiaries, are independent registered public accountants as required by the Securities Act, the rules and regulations of the Commission thereunder and the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States).

          (n) The consolidated financial statements of the Company and its subsidiaries, together with the related schedules, notes and supplemental information, set forth in the Disclosure Package and the Prospectus, comply in all material respects with the requirements of the Securities Act and interpretations thereof and present fairly in all material respects the financial position, the results of operations and the changes in cash flows of such entities in conformity with United States generally accepted accounting principles (“GAAP”) at the respective dates or for the respective periods to which they apply; such statements and related schedules, notes and supplemental information have been prepared in accordance with GAAP consistently applied throughout the periods involved except for any normal year-end adjustments and except as described therein.

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          (o) (i) (A) At the time of filing the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Notes in reliance on the exemption of Rule 163 under the Securities Act and (D) at the time of the execution of this Agreement (the “Execution Time”), the Company was a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act; and (ii) (A) at the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Notes and (B) at the Execution Time, the Company was not an “ineligible issuer” as defined in Rule 405 under the Securities Act.

          (p) Compliance by the Company and its subsidiaries with all of the provisions of the agreements, to which they are respectively subject, in connection with the purchase of receivables from American Express and various subsidiaries of American Express (such agreements being herein referred to as the “Agreements of Sale and Purchase”), will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result (except as contemplated thereby) in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company, any of its subsidiaries, American Express or any subsidiary of American Express that is a party to any of the Agreements of Sale and Purchase, pursuant to the terms of any agreement or instrument to which the Company, any of its subsidiaries, American Express or any subsidiary of American Express that is a party to any of the Agreements of Sale and Purchase is now or at the Applicable Time of Sale or the applicable Settlement Date will be a party, except in the case of (A) any subsidiary of the Company, to the extent any such conflict, breach, default or lien, charge or encumbrance would not be material to the Company and its subsidiaries taken as a whole or (B) American Express or any subsidiary of American Express that is a party to any of the Agreements of Sale and Purchase (other than subsidiaries of the Company), to the extent any such conflict, breach, default or lien, charge or encumbrance would not be material to American Express or any such subsidiary, as the case may be.

          (q) The Agreements of Sale and Purchase conform in all material respects to the descriptions thereof included in the Registration Statement, the Prospectus and the applicable Disclosure Package and, at the Applicable Time, the Agreements of Sale and Purchase will conform in all material respects to the descriptions thereof included in the Prospectus and applicable Disclosure Package.

          (r) The Agreements of Sale and Purchase to which the Company is a party have been duly authorized, executed and delivered by each party thereto, constitute valid and legally binding instruments enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the enforcement of

17

creditors’ rights generally and general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law, and no defaults exist in the performance by the parties thereto of any obligation, agreement or condition contained therein.

          (s) The Agreements of Sale and Purchase to which any subsidiary of the Company is a party have been duly authorized, executed and delivered by each party thereto, constitute valid and legally binding instruments enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors’ rights generally and general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and no defaults exist in the performance by the parties thereto of any obligation, agreement or condition contained therein, except to the extent that the failure of any such Agreements of Sale and Purchase to which any such subsidiary of the Company is party to be duly authorized, executed or delivered, to constitute valid and legally binding instruments enforceable in accordance with its terms or any default in the performance by the parties thereto would not be material to the Company and its subsidiaries, taken as a whole.

          (t) The Company and each of its subsidiaries maintain an effective system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

          (u) There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

SECTION VIII.

                    The Company covenants and agrees with each Agent that:

          (a) Each acceptance by the Company of an offer for the purchase of Notes and each delivery of Notes, shall be deemed to be an affirmation that the representations and warranties contained in this Agreement are true and correct at the time of such acceptance or sale, as the case may be, and an undertaking that such representations and warranties will be true and correct at the time of delivery to the purchaser or its agent, or to the applicable Agent, of the Note or Notes relating to such acceptance or sale, as the case may be, as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement and the Prospectus, each as amended and supplemented at each such

18

time, and to the Disclosure Package at the Applicable Time relating thereto in respect of such Notes).

          (b) Each time that there is filed with the Commission any Quarterly Report on Form 10-Q or Annual Report on Form 10-K incorporated by reference into the Prospectus, and otherwise only (i) as may be required in connection with a sale pursuant to Section V(a) or (ii) at such times as may be reasonably requested by the Agents in the event of a material change in circumstances in respect of the Company, the Company shall furnish or cause to be furnished to the Agent(s) forthwith a certificate dated the date of filing with the Commission of such document, the date requested by the Agents or the date of such sale, as the case may be, in form reasonably satisfactory to the Agent(s) to the effect that the statements contained in the certificate referred to in Section II(d) hereof which were last furnished to the Agents are true and correct at the time of such filing, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus, each as amended and supplemented to such time, and, in the case of any such sale, to the Disclosure Package at the Applicable Time relating thereto) or, in lieu of such certificate, a certificate substantially similar to the certificate referred to in Section II(d) hereof, modified as necessary to relate to the Registration Statement and the Prospectus, each as amended and supplemented to the time of delivery of such certificate, and, in the case of any such sale, to the Disclosure Package at the Applicable Time relating thereto.

          (c) Each time that there is filed with the Commission any Quarterly Report on Form 10-Q or Annual Report on Form 10-K incorporated by reference into the Prospectus, and otherwise only (i) as may be required in connection with a sale pursuant to Section V(a) or (ii) at such times as may be reasonably requested by the Agents in the event of a material change in circumstances in respect of the Company, the Company shall furnish or cause to be furnished forthwith, and in any case promptly upon request, to the Agent(s) and to counsel to the Agents the written opinion of counsel to the Company referred to in Section II(b), or other counsel reasonably satisfactory to the Agent(s), dated the date of filing with the Commission of such document, the date requested by the Agent(s) or the date of such sale, as the case may be, in form and scope reasonably satisfactory to the Agent(s), of the same tenor as the opinions referred to in Section II(b) (except that, in the case of any interim report filed on Form 10-Q or other document or annual report on Form 10-K filed under the Exchange Act, such opinions need not be rendered as to the good standing of the entities referred to in Sections II(b)(i) hereof or as to the matters referred to in Section II(b)(ix) and (x) hereof), but modified, as necessary, to relate to the Registration Statement and the Prospectus, each as amended and supplemented to the time of delivery of such opinion, and, in the case of any such sale, to the Disclosure Package at the Applicable Time relating thereto or, in lieu of such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agent(s) with a letter substantially to the effect that the Agent(s) may rely on such last opinion to the same extent as though it were dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance, and, in the case of any such sale, to the Disclosure Package at the Applicable Time relating thereto).

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          (d) Each time that there is filed with the Commission any Quarterly Report on Form 10-Q or Annual Report on Form 10-K incorporated by reference into the Prospectus, and otherwise only (i) if the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or the Company files with the Commission any document incorporated by reference into the Prospectus which contains additional financial information (other than by filing with the Commission (A) a Pricing Supplement, (B) an Issuer Free Writing Prospectus or (C) an amendment or supplement relating solely to an offering of the Company’s Medium-Term Note Program) or (ii) at such times as may be reasonably requested by the Agents in the event of a material change in circumstances in respect of the Company, the Company shall cause their independent registered public accountants to furnish such Agents (1) in the case of a sale, a letter dated the date of such sale, in form reasonably satisfactory to the Agent(s), substantially in the form of the letter referred to in Section II(e) hereof, (2) in the case of a request, a letter dated the date of such request, in form reasonably satisfactory to the Agents, (3) in the case of a filing of an Annual Report on Form 10-K, a letter in form reasonably satisfactory to the Agent(s), substantially in the form of the letter referred to in Section II(e) hereof, and (4) in the case of a Quarterly Report on Form 10-Q, a review letter from such accountants in conformity with the requirements of Statement of Accounting Standards No. 100, but modified as necessary to relate to the Registration Statement and Prospectus, each as amended and supplemented to the date of such letter, and, in the case of any such sale, to the Disclosure Package, at the Applicable Time relating thereto, and with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company.

          (e) Each time that there is filed with the Commission any Annual Report on Form 10-K of the Company incorporated by reference into the Prospectus and the Agents shall have received the certificate, written opinion and letter referred to, respectively, in Sections VIII(b), (c) and (d) hereof, the Agents’ obligations hereunder shall be subject to the receipt of the favorable letter, dated on or about the filing of such Annual Report on Form 10-K, of Cleary Gottlieb Steen & Hamilton LLP, counsel to the Agents, in form and scope reasonably satisfactory to the Agents, with respect to the Registration Statement and the Prospectus, as amended or supplemented. The Company shall furnish to such counsel such papers and information as they may reasonably request to enable them to furnish to the Agents the letter referred to herein.

SECTION IX.

          (a) The Company agrees to indemnify and hold harmless each Agent, the directors, officers, employees and agents of each Agent and each person who controls any Agent within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities (collectively, “Losses”), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any amendment thereof, or in the Prospectus, each Pricing Supplement, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, any Issuer Free Writing Prospectus or the Disclosure Package, or

20

in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or action; provided, however, that the Company will not be liable in any such case to the extent that any such Loss arises out of or is based upon (x) any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Agent specifically for inclusion therein or (y) that part of the Registration Statement that shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act; provided, further, that the foregoing indemnity with respect to the Prospectus, each Pricing Supplement or any Issuer Free Writing Prospectus shall not inure to the benefit of any Agent from whom the person asserting any such Losses purchased Notes, or any person controlling such Agent where it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (i) prior to the Applicable Time the Company shall have notified such Agent that the Prospectus, Pricing Supplement or Issuer Free Writing Prospectus contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (ii) such untrue statement or omission of a material fact was corrected in an amended or supplemented Prospectus or Pricing Supplement or, where permitted by law, an Issuer Free Writing Prospectus and such corrected Prospectus, Pricing Supplement or Issuer Free Writing Prospectus was provided to such Agent and filed with the Commission far enough in advance of the Applicable Time so that such corrected Prospectus, Pricing Supplement or Issuer Free Writing Prospectus could have been conveyed to such person prior to the Applicable Time, (iii) such corrected Preliminary Prospectus, Pricing Supplement or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such person at or prior to the Applicable Time, and (iv) such Loss could not have occurred had the corrected Prospectus, Pricing Supplement or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such person as provided for in clause (iii) above.

          (b) Each Agent severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, officers, employees and agents and each person who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Agent, but only with reference to written information furnished to the Company by or on behalf of such Agent specifically for inclusion in the documents referred to in the foregoing indemnity.

          (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish,

21

jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party) and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation; provided, however, that each Agent shall have the right to employ counsel to represent it with respect to any liability arising out of any claim in respect of which indemnity may be sought by such Agent against the Company under this Section if, in the reasonable judgment of such Agent, it is advisable for such Agent to be represented by separate counsel, and in that event the fees and expenses of such counsel shall be paid by the Company. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party (or such other release of the indemnified party as shall be satisfactory to the indemnified party) from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

          (d) If the indemnification provided for in this Section IX is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any Losses (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Agents on the other from the offering of the Notes to which such Loss (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Agents on the other in connection with the statements or omissions which resulted in such Losses (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Agents on the other shall be deemed to be in the same proportion as the total net proceeds from the offering of such Notes purchased under this Agreement (before deducting expenses) received by the Company bear to the total discounts and commissions received by the Agents in connection with the sales of the Notes by the Company for which such Agent received a commission or discount hereunder or any applicable Terms Agreement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Agents on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Agents agree that it would not be just and equitable if contributions pursuant to this subsection (d) were determined by pro rata allocation (even if the Agents were treated as one entity for such purpose) or by any other method of allocation which

22

does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the Losses (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Agent shall be required to contribute any amount in excess of the total amount of commissions or discounts received by it hereunder. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Agents’ obligations in this subsection (d) to contribute are several in proportion to their respective purchase obligations and not joint. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this paragraph (d), notify such party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have hereunder or otherwise.

          (e) The Company acknowledges that (i) the names of the Agents on the cover page, (ii) the sentences relating to concessions and reallowances under the heading “Plan of Distribution,” (iii) the paragraph related to stabilization and syndicate covering transactions in the Prospectus Supplement under the heading “Plan of Distribution,” and (iv) as to any Issuer Free Writing Prospectus, any statements specifically identified by an Agent to the Company in writing prior to the distribution of such document, constitute the only information furnished in writing by or on behalf of the several Agents for inclusion in the Registration Statement, the Disclosure Package or the Prospectus or any amendment or supplement thereof.

          (f) The obligations of the Company under this Section IX shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each officer of any Agent and to each person, if any, who controls any Agent within the meaning of the Securities Act or the Exchange Act; and the obligations of the Agents under this Section IX shall be in addition to any liability which the respective Agents may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company (including any person who, with his or her consent, is named in the Prospectus as about to become a director of the Company) and to each person, if any, who controls the Company within the meaning of the Securities Act or Exchange Act.

SECTION X.

                    The Company may elect to suspend or terminate the offering of Notes under this Agreement at any time; the Company also (as to any one or more of the Agents) or any Agent (as to itself) may terminate the appointment and arrangements described in this Agreement.

          Upon receipt of instructions from the Company, the Purchasing Agent shall suspend or terminate the participation of any Selected Dealer under the Master Selected Dealer Agreement. Such actions may be taken, in the case of the Company, by giving prompt written notice of suspension to all of the Agents and by giving not less than five days’ written notice of

23

termination to the affected party and the other parties to this Agreement, or in the case of an Agent, by giving not less than five days’ written notice of termination to the Company and except that, if at the time of termination an offer for the purchase of Notes shall have been accepted by the Company but the time of delivery to the purchaser or his agent of the Note or Notes relating thereto shall not yet have occurred, the Company shall have the obligations provided herein with respect to such Note or Notes. The Company shall promptly notify the other parties in writing of any such termination.

                    The Purchasing Agent may, and, upon the request of an Agent with respect to any Notes being purchased by such Agent shall, terminate any agreement hereunder by the Purchasing Agent to purchase such Notes, and shall be under no obligation to purchase, immediately upon notice to the Company at any time at or prior to the Settlement Date relating thereto, if (i) there has been since the respective dates as to which information is given in the Disclosure Package and the Prospectus, any material change, on a consolidated basis, in the shareholder’s equity, short-term debt, long-term debt, ratio of earnings to fixed charges, total assets, total revenue or total net income of the Company and its subsidiaries, in the condition (financial or other) or in the earnings of the Company, its subsidiaries, or the affairs, or business of the Company and its subsidiaries whether or not arising in the ordinary course of business, in each case other than as set forth in the Disclosure Package and the Prospectus, as then amended or supplemented, the effect of which in the judgment of the Purchasing Agent makes it impracticable or inadvisable to proceed with the purchase by any Agent of Notes from the Company on the terms and in the manner contemplated in the Disclosure Package and the Prospectus, as then amended or supplemented; (ii) there has occurred (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market, (B) the engagement by the United States in hostilities which have resulted in the declaration of a national emergency or war, (C) any banking moratorium declared by U.S. Federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, or (D) any other calamity or crisis or any material adverse change in the existing financial, political or economic conditions in the United States or elsewhere that, in the judgment of the Purchasing Agent makes it impracticable or inadvisable to proceed with the purchase by any Agent of Notes from the Company on the terms and in the manner contemplated in the applicable Terms Agreement or (iii) there has occurred, since the date of the Terms Agreement, any downgrading in the rating accorded the Notes or any other debt securities of the Company by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating).

                    Any Terms Agreement shall be subject to termination in the absolute discretion of the Agents on the terms set forth or incorporated by reference therein. The termination of this Agreement shall not require termination of any agreement by the Purchasing Agent to purchase Notes as principal, and the termination of any such agreement shall not require termination of this Agreement.

24

                    If this Agreement is terminated, Sections IX, XIV and XV hereof shall survive and shall remain in effect; provided, however, if at the time of termination of this Agreement an offer to purchase Notes has been accepted by the Company but the time of delivery to the Purchasing Agent of such Notes has not occurred, the provisions of all of Section III, Section V, Section VI and Section VII shall also survive until the time of delivery.

                    In the event a proposed offering is not completed according to the terms of this Agreement, an Agent will be reimbursed by the Company only for out-of-pocket accountable expenses actually incurred.

SECTION XI.

                    Except as otherwise specifically provided herein, all statements, requests, notices and advices hereunder shall be in writing, or by telephone if promptly confirmed in writing, and if to an Agent shall be sufficient in all respects if delivered in person or sent by telex, facsimile, e-mail transmission (confirmed in writing), or registered mail to such Agent at its address, telex or facsimile number set forth on Annex A hereto and if to the Company shall be sufficient in all respects if delivered or sent by telex, facsimile, e-mail transmission (confirmed in writing) or registered mail to the Company at the address specified below. All such notices shall be effective on receipt.

If to the Company:

American Express Credit Corporation

200 Vesey Street

World Financial Center

New York, New York 10285

Facsimile: (212) 640-0405

Attention: President

with a copy to:

American Express Travel Related Services Company, Inc.

200 Vesey Street

World Financial Center

New York, New York 10285

Facsimile: (212) 640-2417

Attention: TRS Treasury

or at such other address as any such party may designate from time to time by notice duly given to the other parties hereto in accordance with the terms of this Section XI.

SECTION XII.

                    The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement and any Terms Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length

25

commercial transaction between the Company, on the one hand, and the Agents, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement and any Terms Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Agent is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or any other party; (iii) no Agent has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Agent has advised or is currently advising the Company on other matters) and no Agent has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement and any Terms Agreement; (iv) the Agents and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the Agents have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

SECTION XIII.

                    This Agreement shall be binding upon the Agents and the Company, and inure solely to the benefit of the Agents and the Company and any other person expressly entitled to indemnification hereunder and the respective personal representatives, successors and assigns (through consolidation, merger, sale, conveyance or otherwise) of each, and no other person shall acquire or have any rights under or by virtue of this Agreement.

SECTION XIV.

                    This Agreement and any Terms Agreement shall be governed by and construed in accordance with the law of the State of New York. Each party to this Agreement irrevocably agrees that any legal action or proceeding against it arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered against it in connection with this Agreement may be brought in any federal or New York State court sitting in the County of New York, New York, and, by execution and delivery of this Agreement, such party hereby irrevocably accepts and submits to the non-exclusive jurisdiction of each of the aforesaid courts in person, generally and unconditionally with respect to any such action or proceeding for itself and in respect of its property, assets and revenues. Each party hereby also irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding has been brought in an inconvenient forum.

SECTION XV.

          (a) Except as may otherwise be agreed by the Company and the Purchasing Agent, the Company will pay (including in connection with the termination of this Agreement or a

26

Terms Agreement) the following expenses incident to the performance of its obligations under this Agreement: (i) the preparation and filing of the Registration Statement; (ii) the preparation, issuance and delivery of the Notes; (iii) the fees and disbursements of the Company’s auditors, of the Trustee and its counsel and of any paying or other agents appointed by the Company; (iv) the printing and delivery to the Agents in quantities as hereinabove stated of copies of the Registration Statement, the Prospectus and any Issuer Free Writing Prospectus (and, for the avoidance of doubt, not any other free writing prospectuses (as defined in Rule 405 under the Securities Act), all fees and expenses in relation to which shall be paid by the Agents); (v) if the Company lists Notes on a securities exchange, the costs and fees of such listing; (vi) the cost of providing CUSIP or other identification numbers for the Notes, (vii) the fees and expenses, if any, incurred with respect to any filing with the Financial Industry Regulatory Authority; (viii) all reasonable expenses (including fees and disbursements of any counsel specifically engaged for Blue Sky purposes) in connection with “Blue Sky” qualifications, (ix) any fees charged by rating agencies for the rating of the Notes and (x) the reasonable fees and disbursements of Cleary Gottlieb Steen & Hamilton LLP, counsel for the Agents, incurred in connection with the establishment of the program relating to the Notes, and any amendment or supplement to this Agreement, the Indenture, any Terms Agreement, the Registration Statement or the Prospectus and any amendment or supplement thereto, Issuer Free Writing Prospectus or the Notes and, if agreed to by the Company and the Purchasing Agent, any purchase of Notes by the Purchasing Agent as principal.

SECTION XVI.

                    This Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Facsimile and electronic signatures shall be deemed original signatures.

27

                    If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement between the Company and you.

Very truly yours,
AMERICAN EXPRESS CREDIT CORPORATION
By:
	Name:
	Title:

28

Confirmed and accepted
as of the date first above written:
CITIGROUP GLOBAL MARKETS INC.
By:
	Name:
	Title:

29

FIDELITY CAPITAL MARKETS, A
	DIVISION OF NATIONAL
	FINANCIAL SERVICES LLC
By:
	Name:
	Title:

30

INCAPITAL LLC
By:
	Name:
	Title:

31

MERRILL LYNCH, PIERCE, FENNER & SMITH
		INCORPORATED
By:
	Name:
	Title:

32

MORGAN STANLEY & CO. LLC
By:
	Name:
	Title:

33

RBC CAPITAL MARKETS, LLC
By:
	Name:
	Title:

34

UBS SECURITIES LLC
By:
	Name:
	Title:
By:
	Name:
	Title:

35

WELLS FARGO ADVISORS, LLC
By:
	Name:
	Title:

36

ANNEX A

AGENT CONTACT INFORMATION

Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013
Attention: Transaction Execution Group
Telephone: 212-816-1135
Facsimile: 646-291-5209

Fidelity Capital Markets,
     a division of National Financial Services LLC
200 Seaport Blvd.
Mailzone Z2H
Boston, MA 02210
Attention: Mike Prucher, Vice President;
Kristin A. Farrell, Vice President
Telephone: 617-563-0800

Incapital LLC
200 S. Wacker Drive
Suite 3700
Chicago, IL 60606
Attention: Brian Walker, Managing Director, Debt Capital Markets;
Brad Busscher
Telephone: 312-379-3730
Facsimile: 312-379-3701

A-1

Merrill Lynch, Pierce, Fenner & Smith
                    Incorporated
50 Rockefeller Plaza
NY1-050-12-01
New York, NY 10020
Attention: High Grade Transaction Management/Legal
Facsimile: 646-855-5958

Morgan Stanley & Co. LLC
1585 Broadway, 29th Floor
New York, NY 10036
Attention: Investment Banking Division
Telephone: 212-761-6691

RBC Capital Markets, LLC
Three World Financial Center
200 Vesey Street
New York, NY 10281
Attention: Paul Rich, Director
Telephone: 212-618-3240

UBS Securities LLC US Retail Trading
800 Harbor Boulevard, 3rd Floor
Weehawken, NJ 07086
Attention: Don Oliver
Telephone: 201-352-7150
Facsimile: 201-352-4452

Wells Fargo Advisors, LLC
One North Jefferson Street
St. Louis, MO 63011
Attention: Julie Perniciaro, Senior Fixed Income Product Specialist Vice President
Telephone: 314-875-5000
Facsimile: 314-875-8853

A-2

EXHIBIT A
DEALER AGENT PROGRAM

The following Concessions are payable as a percentage of the non-discounted Price to Public of each Note sold through the Purchasing Agent.

9 months to less than 18 months	0.300	%
18 months to less than 24 months	0.425	%
24 months to less than 30 months	0.550	%
30 months to less than 42 months	0.825	%
42 months to less than 54 months	0.950	%
54 months to less than 66 months	1.250	%
66 months to less than 78 months	1.350	%
78 months to less than 90 months	1.450	%
90 months to less than 102 months	1.550	%
102 months to less than 114 months	1.650	%
114 months to less than 126 months	1.800	%
126 months to less than 138 months	1.900	%
138 months to less than 150 months	2.000	%
150 months to less than 162 months	2.150	%
162 months to less than 174 months	2.300	%
174 months to less than 186 months	2.500	%
186 months to less than 198 months	2.600	%
198 months to less than 210 months	2.700	%
210 months to less than 222 months	2.800	%
222 months to less than 234 months	2.900	%
234 months to less than 360 months	3.000	%
360 months or greater	3.150	%

Exh A-1

EXHIBIT B

American Express Credit Corporation

INTERNOTES^®

DUE NINE MONTHS OR MORE FROM DATE OF ISSUE

ADMINISTRATIVE PROCEDURES

                    InterNotes®, due nine months or more from date of issue (the “Notes”) may be offered on a continuing basis by American Express Credit Corporation (the “Company”). The Notes will be offered by Incapital LLC (the “Purchasing Agent”), Citigroup Global Markets Inc., Fidelity Capital Markets, a division of National Financial Services LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Advisors, LLC (collectively, the “Agents”) pursuant to a Selling Agent Agreement among the Company and the Agents dated as of the date hereof (the “Selling Agent Agreement”) and one or more terms agreements substantially in the form attached to the Selling Agent Agreement as Exhibit C (each a “Terms Agreement”). The Notes are being resold by the Purchasing Agent (and by any Agent that purchases them from the Purchasing Agent) (i) directly to customers of the Agents or (ii) to selected broker-dealers (the “Selected Dealers”) for distribution to their customers pursuant to a Master Selected Dealer Agreement (a “Dealers Agreement”) attached to the Selling Agent Agreement as Exhibit E. The Notes have been registered with the Securities and Exchange Commission (the “Commission”). The Bank of New York Mellon is the trustee (the “Trustee”) under the indenture, dated as of June 9, 2006, between the Company and The Bank of New York Mellon (formerly known as the Bank of New York) (as amended or supplemented from time to time, the “Indenture”), between the Company and the Trustee, covering, among other debt securities, the Notes. Pursuant to the terms of the Indenture, The Bank of New York Mellon also will serve as authenticating agent, issuing agent, paying agent and calculation agent.

                    Unless otherwise agreed by the Agents and the Company, Notes will be purchased by the Purchasing Agent as principal as set forth herein. Such purchases will be made in accordance with terms agreed upon by the Purchasing Agent and the Company (which terms, unless otherwise agreed, shall be agreed upon orally, with written confirmation prepared by the Agents and mailed, facsimiled or e-mailed to the Company).

                    Unless otherwise agreed by the Agents and the Company, the Notes will be issued in book-entry form only (each, a “Book-Entry Note”) and represented by a fully registered master global note without coupons (“Master Global Note”) held by the Trustee, as agent for The Depository Trust Company (“DTC”) and recorded in the book-entry system maintained by DTC. Owners of beneficial interests in Book-Entry Notes will be entitled to physical delivery of Notes issued in certificated form equal in principal amount to their respective beneficial interests only upon certain limited circumstances described in the Indenture.

InterNotes^® is a registered servicemark of Incapital Holdings LLC

Exh B-1

                    Administrative procedures and specific terms of the offering are explained below. Administrative and record-keeping responsibilities will be handled for the Company by its Treasury Department. The Company will advise the Agents and the Trustee in writing of those persons handling administrative responsibilities with whom the Agents and the Trustee are to communicate regarding offers to purchase Notes and the details of their delivery.

                    Notes will be issued in accordance with the administrative procedures set forth herein. To the extent the procedures set forth below conflict with or omit certain of the provisions of the Notes, the Indenture, the Selling Agent Agreement or information set forth in the Disclosure Package (as defined in the Selling Agent Agreement), the Prospectus (as defined in the Selling Agent Agreement), as then amended or supplemented, or the Pricing Supplement (the Pricing Supplement and the Prospectus together referred to herein as the “Prospectus”), the relevant provisions of the Notes, the Indenture, the Selling Agent Agreement and the information set forth in the Disclosure Package and the Prospectus shall control. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Selling Agent Agreement, the Prospectus in the form most recently filed with the Commission pursuant to Rule 424 of the Securities Act of 1933, as amended (the “Securities Act”), or in the Indenture.

Administrative Procedures for Notes

                    In connection with the qualification of Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its obligations under a Letter of Representations from the Company and the Trustee to DTC, dated June 18, 2012, and a Medium-Term Note Certificate Agreement between the Trustee and DTC (the “Certificate Agreement”) dated April 4, 1989 and its obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement System (“SDFS”). The procedures set forth below may be modified (i) in compliance with DTC’s then-applicable procedures and upon agreement by the Company, the Trustee and the Purchasing Agent and (ii) if the Notes are sold outside of the United States, as agreed to by the Company, the Trustee and the Purchasing Agent. Notes for which interest is calculated on the basis of a fixed interest rate, which may be zero, are referred to herein as “Fixed Rate Notes.” Notes for which interest is calculated on the basis of a floating interest rate are referred to herein as “Floating Rate Notes.”

Maturities:

Each Note will mature on a date (the “Maturity Date”) not less than nine months after the date of delivery by the Company of such Note. Notes will mature on any date selected by the initial purchaser and agreed to by the Company. “Maturity” when used with respect to any Note means the date on which the outstanding principal amount of such Note becomes due and payable in full in accordance with its terms, whether at its Maturity Date or by declaration of acceleration, call for redemption, repayment or otherwise.

Issuance:

All Book-Entry Notes will be represented initially by a single Master Global Note in fully registered form without coupons. The Master Global Note will be dated and issued as of the date

Exh B-2

	of its authentication by the Trustee. The Master Global Note will not represent any Note in certificated form.
Identification Numbers:	The Company has received from the CUSIP Service Bureau (the “CUSIP Service Bureau”) of Standard & Poor’s Corporation (“Standard & Poor’s”) one series of CUSIP numbers consisting of approximately 900 CUSIP numbers for future assignment to the Book-Entry Notes. The Company will provide the Purchasing Agent, DTC and the Trustee with a list of such CUSIP numbers. On behalf of the Company, the Purchasing Agent will assign CUSIP numbers as described below under Settlement Procedure “B.” DTC will notify the CUSIP Service Bureau periodically of the CUSIP numbers that the Company has assigned to Book-Entry Notes. The Company will reserve additional CUSIP numbers when necessary for assignment to Book-Entry Notes and will provide the Purchasing Agent, the Trustee and DTC with the list of additional CUSIP numbers so obtained.
Registration:	Unless otherwise specified by DTC, the Master Global Note will be issued only in fully registered form without coupons. The Master Global Note will be registered in the name of Cede & Co., as nominee for DTC, on the Securities Register maintained under the Indenture by the Trustee. The beneficial owner of a Book-Entry Note (or one or more indirect participants in DTC designated by such owner) will designate one or more participants in DTC (with respect to such Book-Entry Note, the “Participants”) to act as agent or agents for such owner in connection with the book-entry system maintained by DTC, and DTC will record in book-entry form, in accordance with instructions provided by such Participants, a credit balance with respect to such beneficial owner of such Book-Entry Note in the account of such Participants. The ownership interest of such beneficial owner in such Book-Entry Note will be recorded through the records of such Participants or through the separate records of such Participants and one or more indirect participants in DTC.
Transfers:	Transfers of interests in a Book-Entry Note will be accomplished by book entries made by DTC and, in turn, by Participants (and in certain cases, one or more indirect participants in DTC) acting on behalf of beneficial transferors and transferees of such interests.
Consolidation and Exchanges:	The Trustee, at the Company’s request, may deliver to DTC and the CUSIP Service Bureau at any time a written notice of consolidation specifying (a) the CUSIP numbers of two or more

Exh B-3

	Book-Entry Notes outstanding having the same terms (except that Issue Dates need not be the same) and for which interest, if any, has been paid to the same date and which otherwise constitute Book-Entry Notes of the same series and tenor under the Indenture, (b) a date, occurring at least 30 days after such written notice is delivered and at least 30 days before the next Interest Payment Date, if any, on which such Book-Entry Notes shall be consolidated; and (c) a new CUSIP number, obtained from the Company, to be assigned to such consolidated Book-Entry Notes. Upon receipt of such a notice, DTC will send to its participants (including the Issuing Agent) and the Trustee a written reorganization notice to the effect that such consolidation will occur on such date. Prior to the specified consolidation date, the Trustee will deliver to the CUSIP Service Bureau written notice setting forth such consolidation date and the new CUSIP number and stating that, as of such exchange date, the CUSIP numbers of the Book-Entry Notes to be consolidated will no longer be valid. On the specified consolidation date, the Trustee will consolidate on its records such Book-Entry Notes as a single Book-Entry Note bearing the new CUSIP number and dated the last Interest Payment Date to which interest has been paid on the underlying Book-Entry Notes, and the CUSIP numbers of the consolidated Book-Entry Notes will, in accordance with CUSIP Service Bureau procedures, be cancelled and not immediately reassigned.
Denominations:	Unless otherwise agreed by the Company, Notes will be issued in denominations of $1,000 or more (in multiples of $1,000).
Issue Price:	Unless otherwise specified in the applicable Disclosure Package and Pricing Supplement, each Note will be issued at the percentage of principal amount specified in the Disclosure Package and the Prospectus relating to such Note.
Interest:	General. Each Note will bear interest at either a fixed rate or a floating rate. Interest on each Note will accrue from the Issue Date of such Note for the first interest period and from the most recent Interest Payment Date to which interest has been paid for all subsequent interest periods. Except as set forth hereafter, each payment of interest on a Note will include interest accrued to, but excluding, as the case may be, the Interest Payment Date or the date of Maturity (other than a Maturity Date of a Fixed Rate Note occurring on the 31st day of a month in which case such payment of interest will include interest accrued to but excluding the 30th day of such month) or the date of redemption or repayment if a Note is redeemed or repurchased by the Company prior to maturity pursuant to mandatory or optional

Exh B-4

redemption or repayment provisions or the Survivor’s Option. Any payment of principal, premium or interest required to be made on a day that is not a Business Day (as defined below) may be made on the next succeeding Business Day, except that in the case of a Floating Rate Note for which the interest rate basis is LIBOR, if such business day is in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding business day.

Each pending deposit message described under Settlement Procedure “C” below will be routed to Standard & Poor’s Corporation, which will use the message to include certain information regarding the related Notes in the appropriate daily bond report published by Standard & Poor’s Corporation.

Each Note will bear interest from, and including, its Issue Date at the rate, or in accordance with the interest rate basis, set forth in the applicable Disclosure Package and Pricing Supplement until the principal amount thereof is paid, or made available for payment, in full.

Unless otherwise specified in the applicable Disclosure Package and Pricing Supplement, interest on each Note will be payable either monthly, quarterly, semi-annually or annually on each Interest Payment Date and at Maturity (or on the date of redemption or repayment if a Note is redeemed or repurchased by the Company prior to maturity pursuant to mandatory or optional redemption or repayment provisions or the Survivor’s Option). Interest will be payable to the person in whose name a Note is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date; provided, however, interest payable at Maturity, on a date of redemption or repayment or in connection with the exercise of the Survivor’s Option will be payable to the person to whom principal shall be payable.

The interest rates the Company will agree to pay on newly-issued Notes are subject to change without notice by the Company from time to time, but no such change will affect any Notes already issued or as to which an offer to purchase has been accepted by the Company.

Unless otherwise specified in the applicable Disclosure Package and Pricing Supplement, the Interest Payment Dates for a Note that provides for monthly interest payments shall be the fifteenth day of each calendar month, commencing in the calendar month that next succeeds the month in which the Note is issued; in the

Exh B-5

	case of a Note that provides for quarterly interest payments, the Interest Payment Dates shall be the fifteenth day of each third month, commencing in the third succeeding calendar month following the month in which the Note is issued; in the case of a Note that provides for semi-annual interest payments, the Interest Payment dates shall be the fifteenth day of each sixth month, commencing in the sixth succeeding calendar month following the month in which the Note is issued; in the case of a Note that provides for annual interest payments, the Interest Payment Date shall be the fifteenth day of every twelfth month, commencing in the twelfth succeeding calendar month following the month in which the Note is issued. Unless otherwise specified in the applicable Disclosure Package and Pricing Supplement, the Regular Record Date with respect to any Interest Payment Date shall be the first day of the calendar month in which such Interest Payment Date occurred, except that the Regular Record Date with respect to the final Interest Payment Date shall be the final Interest Payment Date.
	Each payment of interest on a Note shall include accrued interest from and including the Issue Date or from and including the last day in respect of which interest has been paid (or duly provided for), as the case may be, to, but excluding, the Interest Payment Date, Maturity Date or date of redemption or repayment, as the case may be.
Calculation of Interest:	Fixed Rate Notes. Unless otherwise specified in the applicable Disclosure Package and Pricing Supplement, interest on Fixed Rate Notes (including interest for partial periods) will be calculated on the basis of a 360-day year of twelve 30-day months, and with respect to an incomplete month, the number of days elapsed calculated on the basis of a 30-day month.
	Floating Rate Notes. Interest rates on Floating Rate Notes will be determined as set forth therein and in the applicable Disclosure Package and Pricing Supplement. Interest on Floating Rate Notes, except as otherwise set forth therein, will be calculated on the basis of actual days elapsed and a year of 360 days, except that in the case of a Treasury Rate Note or a floating rate note for which the Treasury Rate is an applicable base rate, interest will be calculated on the basis of the actual number of days in the year.
Business Day:	“Business Day” means, unless otherwise specified in the applicable Disclosure Package and Pricing Supplement, any day other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required

Exh B-6

	by law, regulation or executive order to close in The City of New York.
Payments of Principal and Interest:	Payments of Principal and Interest. Promptly after each Regular Record Date, the Trustee will deliver to the Company and DTC a written notice specifying by CUSIP number the amount of interest, if any (if then ascertainable), to be paid on each Book-Entry Note on the following Interest Payment Date (other than an Interest Payment Date coinciding with a Maturity Date) and the total of such amounts. DTC will confirm the amount payable on each Book-Entry Note on such Interest Payment Date by reference to the daily bond reports published by Standard & Poor’s. On such Interest Payment Date, the Company will pay to the Trustee, and the Trustee in turn will pay to DTC, such total amount of interest due (other than on the Maturity Date), at the times and in the manner set forth below under “Manner of Payment.”
	Payments on the Maturity Date. On or about the first Business Day of each month, the Trustee will deliver to the Company and DTC a written list of principal, premium, if any, and interest to be paid on each Book-Entry Note maturing or subject to redemption (pursuant to a sinking fund or otherwise) or repayment (“Maturity”) in the following month (if then ascertainable). The Trustee, the Company and DTC will confirm the amounts of such principal, premium, if any, and interest payments with respect to each Book-Entry Note on or about the fifth Business Day preceding the Maturity Date of such Book-Entry Note. On the Maturity Date, the Company will pay to the Trustee, and the Trustee in turn will pay to DTC, the principal amount of such Book-Entry Note, together with interest and premium, if any, due on such Maturity Date, at the times and in the manner set forth below under “Manner of Payment.” Promptly after payment to DTC of the principal and interest due on the Maturity Date of such Book-Entry Note, the Trustee will cancel such Book-Entry Note in accordance with the Indenture, record an appropriate debit advice on the Master Global Note and so advise the Company.
	Manner of Payment. The total amount of any principal, premium, if any, and interest due on Book-Entry Notes on any Interest Payment Date or at Maturity shall be paid by the Company to the Trustee in immediately available funds on such date. The Company will make such payment on such Book-Entry Notes to an account specified by the Trustee. Prior to 11:00 a.m., New York City time, on the date of Maturity or as

Exh B-7

	soon as possible thereafter, the Trustee will make payment to DTC in accordance with existing arrangements between DTC and the Trustee, in funds available for immediate use by DTC, each payment of interest, principal and premium, if any, due on a Book-Entry Note on such date. On each Interest Payment Date (other than on the Maturity Date) the Trustee will pay DTC such interest payments in same-day funds in accordance with existing arrangements between the Trustee and DTC. Thereafter, on each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants with payments in amounts proportionate to their respective holdings in principal amount of beneficial interest in such Book-Entry Notes as are recorded in the book-entry system maintained by DTC. Neither the Company nor the Trustee shall have any direct responsibility or liability for the payment by DTC of the principal of, or premium, if any, or interest on, the Notes to such Participants.
	Withholding Taxes. The amount of any taxes required under applicable law to be withheld from any interest payment on a Note will be determined and withheld by the Participant, indirect participant in DTC or other person responsible for forwarding payments and materials directly to the beneficial owner of such Note.
Purchase of Notes by the Purchasing Agent:	Unless otherwise agreed by the Agents and the Company, Notes offered from time to time by the Company will be purchased by the Purchasing Agent as principal for subsequent resale to the Agents and Selected Dealers party to the Master Selected Dealer Agreement in the form attached as Exhibit E to the Selling Agent Agreement.
Acceptance and Rejection of Orders:	Unless otherwise agreed by the Company and the Purchasing Agent, the Company has the sole right to accept orders to purchase Notes and may reject any such order in whole or in part. Unless otherwise instructed by the Company, the Purchasing Agent will promptly advise the Company by telephone of all offers to purchase Notes received by it, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. No order for less than $1,000 principal amount of Notes will be accepted.
	Upon receipt of a completed and executed Terms Agreement from the Purchasing Agent, the Company will (i) promptly execute and return such Terms Agreement to the Purchasing Agent or (ii) inform the Purchasing Agent that its offer to purchase the Notes of a particular tranche has been rejected, in

Exh B-8

	whole or in part. The Purchasing Agent will thereafter promptly inform the Agents and participating Selected Dealers of the action taken by the Company.
Preparation of Pricing Supplement/Final Term Sheet:	If any offer to purchase a Note is accepted by or on behalf of the Company, the Purchasing Agent will use its reasonable best efforts to send by email or facsimile a draft Final Term Sheet (if requested by the Agents) and a Pricing Supplement (substantially in the form attached to the Selling Agent Agreement as Exhibit D) to the Company reflecting the terms of such Note by 2:00 p.m. (New York City time) on the applicable Trade Day. The Company shall use its reasonable best efforts to deliver any comments to any such Final Term Sheet and Pricing Supplement by email or facsimile to the Purchasing Agent and the Trustee by 4:00 p.m. (New York City Time) on the applicable Trade Day. The Company will file any such Final Term Sheet and Pricing Supplement with the Commission in accordance with Rule 433(d) and the applicable paragraph of Rule 424(b) under the Securities Act, respectively. The Purchasing Agent shall use its reasonable best efforts to send any such Final Term Sheet, Pricing Supplement and the Prospectus by email or facsimile or overnight express (for delivery by the close of business on the applicable Trade Day, but in no event later than 11:00 a.m. New York City time on the Business Day immediately following the applicable Trade Day and no earlier than the earlier of (i) 5:00 p.m. (New York City time) on the applicable Trade Date or (ii) such time after which the Purchasing Agent shall have incorporated the comments of the Company, if any, to the Final Term Sheet and the Pricing Supplement, to each Agent (or other Selected Dealer) which made or presented the offer to purchase the applicable Note and the Trustee at the following applicable address:
	if to Incapital LLC, to:
	200 S. Wacker Drive Suite 3700 Chicago, IL 60606 Attention: Brian Walker, Managing Director, Debt Capital Markets; Brad Busscher Telephone: 312-379-3730 Facsimile: 312-379-3701

Exh B-9

	and if to the Trustee, to:
	The Bank of New York Mellon 101 Barclay Street - Floor 8W New York, NY 10286 Attention: Scott I. Klein Telephone: 212-815-5708 Facsimile: 212-815-5704
	For record keeping purposes, one copy of each Pricing Supplement, as so filed, shall also be mailed or facsimiled to:
	Cleary Gottlieb Steen & Hamilton LLP Attention: Kimberly Brown Blacklow Telephone: 212-225-2018 Facsimile: 212-225-3999
	Each such Agent (or Selected Dealer), in turn, pursuant to the terms of the Selling Agent Agreement and the Master Selected Dealer Agreement, will cause to be timely delivered a copy of the Prospectus and the applicable Pricing Supplement to each purchaser of Notes from such Agent or Selected Dealer or otherwise will comply with the requirements of Rule 173(a) under the Securities Act.
	Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed by those in possession thereof.
Delivery of Confirmation and Prospectus to Purchaser by Presenting Agent:	Unless the Agents or Selected Dealers comply with the requirements of Rule 173(a) under the Securities Act, if available, the Agents or Selected Dealers will deliver a Prospectus and Pricing Supplement herein described with respect to each Note sold by it.
	For each offer to purchase a Note accepted by or on behalf of the Company, the Purchasing Agent will confirm in writing with each Agent or Selected Dealer the terms of such Note, the amount being purchased by such Agent or Selected Dealer and other applicable details described above and delivery and payment instructions, with a copy to the Company.

Exh B-10

	In addition, unless the Agent or Selected Dealer complies with the requirements of Rule 173(a) under the Securities Act, if available, the Purchasing Agent, other Agent or Selected Dealer, as the case may be, will deliver to investors purchasing the Notes the Prospectus (including the Pricing Supplement) in relation to such Notes prior to or simultaneously with delivery of the confirmation of sale or delivery of the Note.
Settlement:	The receipt of immediately available funds by the Company in payment for a Note and the entry by the Trustee of an SDFS deliver order through DTC’s Participant Terminal System to credit such Note to the account of a Participant purchasing, or acting for the purchaser of such Note, shall constitute “Settlement” with respect to such Note. All orders accepted by the Company will be settled within three Business Days pursuant to the timetable for Settlement set forth below, unless the Company and the purchaser agree to Settlement on another specified date, and shall be specified upon acceptance of such offer; provided, however, in all cases the Company will notify the Trustee on the date issuance instructions are given.
Settlement Procedures:	Settlement Procedures with regard to each Note sold by an Agent shall be as follows:
	A.	After the acceptance of an offer by the Company with respect to a Note, the Purchasing Agent will communicate the following details of the terms of such offer (the “Note Sale Information”) to the Company in writing or by facsimile transmission, email or other written means acceptable to the Company:
		1.	Principal amount of the purchase;
		2.	In the case of a Fixed Rate Note, the interest rate or, in the case of a Floating Rate Note, the interest rate basis (including, if LIBOR, the method for determining LIBOR), initial interest rate (if known at such time), Index Maturity, Interest Reset Period and Interest Reset Dates (if any), Spread and/or Spread Multiplier (if any), minimum interest rate (if any) and maximum interest rate (if any);
		3.	Interest Payment Frequency;
		4.	Settlement Date;

Exh B-11

5.	Maturity Date;
6.	Price to Public;
7.	Purchasing Agent’s commission determined pursuant to Section V(a) of the Selling Agent Agreement;
8.	Net proceeds to the Company;
9.	Trade Date;
10.	If a Note is redeemable by the Company or repayable at the request of the Noteholder, such of the following as are applicable:
11.	(i)	The date or dates on and after which such Note may be redeemed/repaid (the “Redemption/Repayment Commencement Date”),
	(ii)	Initial redemption/repayment price (% of par), and
	(iii)	Amount (% of par) that the initial redemption/repayment price shall decline (but not below par) on each anniversary of the Redemption/Repayment Commencement Date;
12.	Whether the Note has a Survivor’s Option;
13.	DTC Participant Number of the institution through which the customer will hold the beneficial interest in the Book-Entry Note; and
14.	Such other terms as are necessary to complete the applicable form of Note.

Exh B-12

B.	The Company will advise the Trustee and the Purchasing Agent by telephone (confirmed in writing at any time on the same date) or by facsimile or other form of electronic transmission (acceptable to the Trustee) of the information received in accordance with Settlement Procedure “A” above, the assigned CUSIP number and the name of the Purchasing Agent. Each such communication by the Company will be deemed to constitute a representation and warranty by the Company to the Trustee and the Agents that (i) such Note is then, and at the time of issuance and sale thereof will be, duly authorized for issuance and sale by the Company; and (ii) such Note will conform with the terms of the Indenture for such Note.
C.	The Trustee will communicate to DTC and the Purchasing Agent through DTC’s Participant Terminal System, a pending deposit message specifying the following Settlement information:
	1.	The information received in accordance with Settlement Procedure “A.”
	2.	The numbers of the participant accounts maintained by DTC on behalf of the Trustee and the Purchasing Agent.
	3.	Identification as a Fixed Rate Note or a Floating Rate Note.
	4.	The initial Interest Payment Date for such Note, number of days by which such date succeeds the related DTC record date (which term means the Regular Record Date), and if then calculated, the amount of interest payable on such Initial Interest Payment Date (which amount shall have been confirmed by the Trustee).
	5.	The CUSIP number of the Book-Entry Note representing such Notes.
	6.	The frequency of interest.
	7.	Whether such Book-Entry Note represents any other Notes issued or to be issued (to the extent then known).

Exh B-13

D.	DTC will credit such Note to the participant account of the Trustee maintained by DTC.
E.	The Trustee will complete the Master Global Note as it relates to such Note by filing the applicable Pricing Supplement relating to such Note in the records maintained by it, which records, taken with the Master Global Note, shall evidence such Note.
F.	The Trustee will enter an SDFS deliver order through DTC’s Participant Terminal System instructing DTC to (i) debit such Note to the Trustee’s participant account and credit such Note to the participant account of the Purchasing Agent maintained by DTC and (ii) debit the settlement account of the Purchasing Agent and credit the settlement account of the Trustee maintained by DTC, in an amount equal to the price of such Note less the Purchasing Agent’s commission. The entry of such a deliver order shall be deemed to constitute a representation and warranty by the Trustee to DTC that (a) the Master Global Note representing such Note has been issued and authenticated and (b) the Trustee is holding such Master Global Note pursuant to the Certificate Agreement.
G.	The Purchasing Agent will enter an SDFS deliver order through DTC’s Participant Terminal System instructing DTC to (i) debit such Note to the Purchasing Agent’s participant account and credit such Note to the participant accounts of the Participants to whom such Note is to be credited maintained by DTC and (ii) debit the settlement accounts of such Participants and credit the settlement account of the Purchasing Agent maintained by DTC, in an amount equal to the price of the Note less the agreed upon commission so credited to their accounts.
H.	Transfers of funds in accordance with SDFS deliver orders described in Settlement Procedures “F” and “G” will be settled in accordance with SDFS operating procedures in effect on the Settlement Date.
I.	The Trustee will credit to an account specified by the Company funds available for immediate use in an amount equal to the amount credited to the Trustee’s DTC participant account in accordance with Settlement Procedure “F.”

Exh B-14

	J.	Each Agent and Selected Dealer will confirm the purchase of each Note to the purchaser thereof either by transmitting to the Participant to whose account such Note has been credited a confirmation order through DTC’s Participant Terminal System or by mailing a written confirmation to such purchaser. In all cases the Prospectus, as most recently amended or supplemented, must accompany or precede such confirmation (or Rule 173(a) under the Securities Act must be complied with, if available).
	K.	On a day that is a Business Day, the Trustee will send, by facsimile or electronic transmission, to the Company a statement setting forth the principal amount of Notes outstanding as of that date under the Indenture and setting forth the CUSIP number(s) assigned to, and a brief description of, any orders which the Company has advised the Trustee but which have not yet been settled.
Settlement Procedures Timetable:	Appropriate Settlement details, if different from those set forth below will be set forth in the applicable Terms Agreement to be entered into between the Purchasing Agent and the Company pursuant to the Selling Agent Agreement.
	Settlement Procedures “A” through “K” shall be completed as soon as possible but not later than the respective times (New York City time) set forth below:

Settlement
	Procedure	Time
	A	2:00 p.m. on the Trade Day.
	B	12:00 p.m. on the Business Day following the Trade Day.
	C	2:00 p.m. on the Business Day before the Settlement Date.
	D	10:00 a.m. on the Settlement Date.
	E	12:00 p.m. on the Settlement Date.
	F-H	2:00 p.m. on the Settlement Date.
	I-J	2:30 p.m. on the Settlement Date.
	K	Weekly or at the request of the Company.

Exh B-15

	The Prospectus, as most recently amended or supplemented, must accompany or precede any written confirmation given to the customer (Settlement Procedure “J”) or the Agent or Selected Dealer must otherwise comply with Rule 173(a) under the Securities Act, if available. Settlement Procedure “H” is subject to extension in accordance with any extension Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the Settlement Date.
	If Settlement of a Note is rescheduled or cancelled, the Trustee will deliver to DTC, through DTC’s Participant Terminal System, a cancellation message to such effect by no later than 2:00 p.m., New York City time, on the Business Day immediately preceding the scheduled Settlement Date.
Failure to Settle:	If the Trustee fails to enter an SDFS deliver order with respect to a Note pursuant to Settlement Procedure “F,” the Trustee may deliver to DTC, through DTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing DTC to debit such Note to the participant account of the Trustee maintained at DTC. DTC will process the withdrawal message, provided that such participant account contains Notes having the same terms and having a principal amount that is at least equal to the principal amount of such Note to be debited. If withdrawal messages are processed with respect to all the Notes issued or to be issued represented by a Book-Entry Note, the Trustee will cancel the Book-Entry Note in accordance with the Indenture, make appropriate entries in its records and so advise the Company. The CUSIP number assigned to such Book-Entry Note shall, in accordance with CUSIP Service Bureau procedures, be cancelled and not immediately reassigned. If withdrawal messages are processed with respect to one or more, but not all, of the Notes represented by a Book-Entry Note, the Trustee will exchange such Book-Entry Note for two Book-Entry Notes, one of which shall represent such Notes and shall be cancelled immediately after issuance, and the other of which shall represent the remaining Notes previously represented by the surrendered Book-Entry Note and shall bear the CUSIP number of the surrendered Book-Entry Note. If the purchase price for any Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such Participants and, in turn, the related Agent may enter SDFS deliver orders through DTC’s participant Terminal System reversing the orders entered pursuant to Settlement Procedures “F” and “G.” Thereafter, the Trustee will deliver the withdrawal message and take the related

Exh B-16

	actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the Agent in the performance of its obligations hereunder or under the Selling Agent Agreement, the Company will reimburse the Agent on an equitable basis for its reasonable out-of-pocket accountable expenses actually incurred and loss of the use of funds during the period when they were credited to the account of the Company.
	Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Note, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all of the Notes, to have been represented by a Book-Entry Note, the Trustee will follow the procedures described in Settlement Procedure “D” with respect to the Note
Suspension of Solicitation; Amendment or Supplement:	Subject to the Company’s representations, warranties and covenants contained in the Selling Agent Agreement as they relate to prior solicitations or sales of Notes, the Company may instruct the Purchasing Agent to instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of orders to purchase Notes. Upon receipt of such instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised it that solicitation of purchases may be resumed.
	In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Purchasing Agent, the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension (or the notice provided for in Rule 173(a) under the Securities Act, if applicable) may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus (or the notice provided for in Rule 173(a) under the Securities Act, if applicable) may not be so delivered.
	If the Company decides to amend or supplement the Disclosure Package, the Registration Statement or the Prospectus, it will promptly advise the Purchasing Agent and the Agents and furnish the Purchasing Agent and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in

Exh B-17

	accordance with the terms of the Selling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Purchasing Agent and the Trustee with copies of any such supplement, and confirm to the Purchasing Agent that such supplement has been filed with the SEC.
Trustee Not to Risk Funds:	Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the Company, or the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to either the Company or the Agents shall be made only to the extent that funds are provided to the Trustee for such purpose.
Advertising Costs:	The Company shall have the sole right to approve the form and substance of any advertising an Agent may initiate in connection with such Agent’s solicitation to purchase the Notes. The expense of such advertising will be solely the responsibility of such Agent, unless otherwise agreed to by the Company.

Exh B-18

EXHIBIT C

TERMS AGREEMENT

_________, 20__

Part I: Form of Terms Agreement for Fixed-Rate Notes

American Express Credit Corporation Terms Agreement

World Financial Center
200 Vesey Street
New York, New York 10285
Facsimile: (212) 640-0405

American Express Credit Corporation InterNotes^®
The undersigned agrees to purchase the following InterNotes^®
Clearing Information: __________

The terms of such InterNotes^®shall be as follows:

CUSIP Number: 

Principal Amount: 

Issue Price (as % of par): 

Commission: 

Net Proceeds to Issuer: 

Important Dates: 

Posting Date: 

Trade Date: 

Applicable Time: 

Maturity Date: 

Coupon Type: 

Coupon: 

Coupon Payments: 

Settlement Date: 

Survivor’s Option: 

Collateral Type: 

Moody’s Rating: 

S & P Rating: 

Redemption Info: 

                    [Any other terms and conditions agreed to by the Purchasing Agent and the Company, including, without limitation, a minimum denomination other than $1,000 and whether the Notes will be listed on an exchange.]

                    Electronically Presented by: INCAPITAL LLC

                    Accepted by: AMERICAN EXPRESS CREDIT CORPORATION

Exh C-1

Part II: Form of Terms Agreement for Floating-Rate Notes

American Express Credit Corporation Terms Agreement

American Express Credit Corporation
World Financial Center
200 Vesey Street
New York, New York 10285
Facsimile: (212) 640-0405

American Express Credit Corporation InterNotes^®
The undersigned agrees to purchase the following InterNotes^®
Clearing Information:__________
The terms of such InterNotes^® shall be as follows:

CUSIP Number: 

Principal Amount: 

Issue Price (as % of par): 

Commission: 

Net Proceeds to Issuer: 

Important Dates: 

Posting Date: 

Trade Date: 

Applicable Time: 

Settlement Date: 

Maturity Date: 

Coupon Type: 

Interest Rate Basis: 

Index Maturity: 

Spread to Interest Rate Basis: 

Interest Payment Dates: 

Interest Reset Dates: 

Minimum Interest Rate: 

Day Count Basis: 

Survivor’s Option: 

Collateral Type: 

Moody’s Rating: 

S & P Rating: 

Redemption Info: 

               [Any other terms and conditions agreed to by the Purchasing Agent and the Company, including, without limitation, a minimum denomination other than $1,000 and whether the Notes will be listed on an exchange.]

               Electronically Presented by: INCAPITAL LLC

               Accepted by: AMERICAN EXPRESS CREDIT CORPORATION

Exh C-2

EXHIBIT D

Part I: Form of Pricing Supplement for Fixed-Rate Notes

[This pricing supplement, which is not complete, relates to an automatically effective Registration Statement under the Securities Act of 1933, as amended. We may not sell the notes until we deliver a final pricing supplement. This pricing supplement and the accompanying prospectus supplement and prospectus are not an offer to sell these notes in any jurisdiction where such an offer would not be permitted.
Subject to completion, dated [ ].]

American Express Credit Corporation InterNotes®, Due Nine Months or More From Date of Issue

Filed under Rule 424(b)(3), Registration Statement(s) No. 333-[ ], 333-[ ] and 333-[ ]

Pricing Supplement No. [ ] – dated [ ] (to Prospectus dated June 18, 2012 and Prospectus Supplement dated June 18, 2012). Investors should read this pricing supplement in conjunction with the Prospectus and Prospectus Supplement

American Express Credit Corporation InterNotes®, Due Nine Months or More from Date of Issue Filed under Rule 424(b)(3), Registration Statement(s) No. 333-[ ], 333-[ ] and 333-[ ] Pricing Supplement Number [ ] Dated [ ]
(to Prospectus dated June 18, 2012 and Prospectus Supplement dated June 18, 2012)
Investors should read this pricing supplement in conjunction with the Prospectus and Prospectus Supplement.

CUSIP Number

Aggregate Principal Amount

Selling Price

Gross Concession

Net Proceeds

Coupon Type

Coupon Rate

Coupon Frequency

Maturity Date

1st Coupon Date

1st Coupon Amount

Survivor’s Option

Product Ranking

[ ]

[ ]

[ ]

%

[ ]

%

[ ]

FIXED

[ ]

%

[ ]

[ ]

[ ]

[ ]

[ ]

Senior Unsecured Notes

Redemption Information: [ ]

Joint Lead Managers and Lead Agents: Merrill Lynch, Pierce, Fenner & Smith Incorporated and Incapital, LLC

Agents: Citigroup Global Markets Inc., Fidelity Capital Markets, a division of National Financial Services LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Advisors, LLC

[If callable: The American Express Credit Corporation InterNotes will be subject to redemption at the option of American Express Credit Corporation, in whole on the interest payment date occurring any time on or after [ ] at a redemption price equal to 100% of the principal amount of the American Express Credit Corporation InterNotes, plus accrued interest thereon, if any, upon at least 30 days’ prior notice to the noteholder and the trustee, as described in the prospectus.]

American Express
Credit Corporation Offering Dates: [ ] through [ ]
Trade Date: [ ], [ ] [ ], [ ] @[ ] PM ET
Settlement Date: [ ], [ ] [ ], [ ]
Minimum Denomination/Increments: $1,000.00/$1,000.00
Initial trades settle flat and clear SDFS: DTC Book Entry only
DTC number: 0235 via RBC Capital Markets, LLC
If the maturity date, a redemption date, a repayment date or an interest payment date for any fixed rate note is not a Business Day (as defined in the Prospectus), principal, premium, if any, and interest for that note will be paid on the next Business Day, and no interest will accrue American Express Credit Corporation
InterNotes®
Prospectus dated June 18, 2012 and the Prospectus Supplement dated June 18, 2012

Exh D-1

from, and after, the maturity date, redemption date, repayment date or interest payment date.
American Express Credit Corporation InterNotes will be represented by a master global note in fully registered form, without coupons. The master global note will be deposited with, or on behalf of, DTC and registered in the name of a nominee of DTC, as depository, or another depository as may be named in a subsequent pricing supplement.
The Bank of New York Mellon, as trustee under an indenture dated as of June 9, 2006, as supplemented and amended, will act as trustee for the Notes. The Bank of New York Mellon will act as paying agent, registrar and transfer agent for the Notes and will administer any survivor’s options with respect thereto.
InterNotes® is a registered trademark of Incapital Holdings LLC. All rights reserved

Exh D-2

Part II: Form of Pricing Supplement for Floating-Rate Notes

[This pricing supplement, which is not complete, relates to an automatically effective Registration Statement under the Securities Act of 1933, as amended. We may not sell the notes until we deliver a final pricing supplement. This pricing supplement and the accompanying prospectus supplement and prospectus are not an offer to sell these notes in any jurisdiction where such an offer would not be permitted.
Subject to completion, dated [    ].]

American Express Credit Corporation InterNotes®, Due Nine Months or More from Date of Issue

Filed under Rule 424(b)(3), Registration Statement(s) No. 333-[ ], 333-[ ] and 333-[ ]
Pricing Supplement Number [ ] Dated [ ] (to Prospectus dated June 18, 2012 and Prospectus Supplement dated June 18, 2012). Investors should read this pricing supplement in conjunction with the Prospectus and Prospectus Supplement.

CUSIP Number

Aggregate Principal Amount

Selling Price

Gross Concession

Net Proceeds

Interest Payment Frequency

Maturity Date

Coupon Type

Interest Rate Basis

Index Maturity

Spread

Interest Reset Dates

Maximum Interest Rate

Minimum Interest Rate

1st Coupon Date

1st Coupon Amount

Day Count Basis

Survivor’s Option

Product Ranking

[ ]

$

[ ]

[ ]

%

[ ]

%

[ ]

[ ]

[ ]

Floating Rate Note

[ ]

[ ]

[ ]

[ ]

N/A

0.00

%

[ ]

$

[ ]

[ ]

YES

Senior Unsecured Notes

Redemption Information: [ ]

Joint Lead Managers and Lead Agents: Merrill Lynch, Pierce, Fenner & Smith Incorporated and Incapital, LLC

Agents: Citigroup Global Markets Inc., Fidelity Capital Markets, a division of National Financial Services LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Advisors, LLC

American Express Credit
Corporation Offering Dates: [ ] through [ ]
Trade Date: [ ], [ ] @[ ] PM ET
Settlement Date: [ ], [ ] [ ], [ ]
Minimum Denomination/Increments: $1,000.00/$1,000.00
Initial trades settle flat and clear SDFS: DTC Book Entry only
DTC number: 0235 via RBC Capital Markets, LLC
If any interest payment date other than the maturity date, a redemption date or a repayment date for any floating rate note falls on a day that is not a Business Day, such interest payment date will be postponed to the next succeeding Business Day, except that, in the case of a LIBOR note or a floating rate note for which LIBOR is an applicable base rate, if that Business Day falls in the next succeeding calendar month, the interest payment date will be the immediately preceding Business Day. If the maturity date, a redemption date or a repayment date for any floating rate note falls on a day that is not a Business Day, the related payment of principal, premium, if any, and interest will be made on the next succeeding Business Day as if it were made on the date that payment was due, and no interest will accrue for the period from that maturity date, redemption date or repayment date to the date of payment.
American Express Credit Corporation InterNotes will be represented by a master American Express Credit Corporation
InterNotes®
Prospectus dated June 18, 2012 and the Prospectus Supplement dated June 18, 2012 

Exh D-3

global note in fully registered form, without coupons. The master global note will be deposited with, or on behalf of, DTC and registered in the name of a nominee of DTC, as depository, or another depository as may be named in a subsequent pricing supplement.

The Bank of New York Mellon, as trustee under an indenture dated as of June 9, 2006, as supplemented and amended, will act as trustee for the Notes. The Bank of New York Mellon will act as paying agent, registrar, transfer agent and calculation agent for the Notes and will administer any survivor’s options with respect thereto.
InterNotes® is a registered trademark of Incapital Holdings LLC. All rights reserved

Exh D-4

EXHIBIT E

Master Selected Dealer Agreement

Dear .:

In connection with public offerings of securities after the date hereof for which we are acting as lead agent, as lead or co-manager of an underwriting syndicate or in connection with unregistered (pursuant to Rule 144A or otherwise exempt) offerings of securities for which we are acting as lead agent or lead or co-manager or otherwise involved in the distribution of securities by means of an offering of securities for sale to selected dealers, you may be offered the right as a selected dealer to purchase as principal a portion of such securities.

This will confirm our mutual agreement as to the general terms and conditions applicable to your participation in any such selected dealer group organized by us as follows.

1. Applicability of this Agreement. The terms and conditions of this letter agreement (this “Agreement”) shall be applicable to any offering of securities (“Securities”), whether a public offering effected pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), or an offering exempt from registration thereunder (other than an offering of Securities effected wholly outside the United States of America), in respect of which Incapital LLC (“Incapital”), clearing through RBC Correspondent Services (the “Account”) (acting for its own Account or for the account of any underwriting or agent or similar group or syndicate), is responsible for managing or otherwise implementing the sale (whether by acting as lead agent or manager or by facilitating the re-offer of Securities or otherwise) of the Securities to selected dealers (“Selected Dealers”) and has expressly informed you that these terms and conditions shall be applicable. Any such offering of Securities to you as a Selected Dealer is hereinafter called an “Offering.” In the case of any Offering where we are acting for the account of any underwriting or agent or similar group or syndicate (whether purchasing as principal for resale or soliciting as agent purchases of Securities directly from the issuer) (“Underwriters”), the terms and conditions of this Agreement shall be for the benefit of, and binding upon, such Underwriters, including, in the case of any Offering where we are acting with others as representatives of Underwriters, such other representatives. The use of the defined term Underwriter herein shall be understood to include acting as agent.

2. Conditions of Offering; Acceptance and Purchases. Any Offering: (i) will be subject to delivery of the Securities and their acceptance by us and any other Underwriters; (ii) may be subject to the approval of all legal matters by counsel and the satisfaction of other closing conditions, and (iii) may be made on the basis of reservation of Securities or an allotment against subscription. We will advise you by electronic mail, facsimile or other form of Written Communication (as defined below) of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c) hereof) of any Offering in which you are invited to participate. “Written Communication” may include, in the case of any Offering described in Section 3(a) hereof, Additional Information (as defined below) and, in the case of any Offering described in Section 3(b) hereof, an offering circular. You agree that if we make electronic delivery of a prospectus or an offering circular or any supplement thereto, we have satisfied our obligation, if any,

Exh E-1

pursuant to Section 3 hereof to deliver to you a prospectus or an offering circular or any supplement thereto. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by you with respect to an Offering should be sent to Incapital LLC, 200 South Wacker Drive, Suite 3700, Chicago, Illinois 60606 (Fax: (312) 379-3701). We reserve the right to reject any acceptance in whole or in part. Unless notified otherwise by us, Securities purchased by you shall be paid for on such date as we shall determine, on one day’s prior notice to you, by electronic transfer in an amount equal to the Public Offering Price (as hereinafter defined) or, if we shall so advise you, at such Public Offering Price less the Concession (as hereinafter defined), payable in Federal funds to the order of RBC Correspondent Services clearing for the account of Incapital LLC, against delivery of the Securities. If Securities are purchased and paid for at such Public Offering Price, such Concession will be paid after the termination of the provisions of Section 3(c) hereof with respect to such Securities. Notwithstanding the foregoing, unless notified otherwise by us, payment for and delivery of Securities purchased by you shall be made through the facilities of The Depository Trust Company, if you are a member, unless you have otherwise notified us prior to the date specified in a Written Communication to you from us or, if you are not a member, settlement may be made through a correspondent who is a member pursuant to instructions which you will send to us prior to such specified date.

3.	Offering Materials and Arrangements.
	(a)	Registered Offerings. In the case of any Offering of Securities that are registered under the Securities Act (“Registered Offering”), the following terms shall have the following meanings. The term “Preliminary Prospectus” means any preliminary prospectus relating to the Offering or any preliminary prospectus supplement together with a prospectus relating to the Offering. The term “Prospectus” means the prospectus, together with the final prospectus supplement, if any, relating to the Offering filed or to be filed under Rule 424 of the Securities Act. The term “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the term “Permitted Free Writing Prospectus” means (i) a free writing prospectus authorized for use by us and the issuer in connection with the Offering of the Securities that has been or will be filed with the Commission (as defined) in accordance with Rule 433(d) of the Securities Act or (ii) a free writing prospectus containing solely a description of terms of the Securities that (a) does not reflect the final terms, (b) is exempt from the filing requirement pursuant to Rule 433(d)(5)(i) and (c) is furnished to you for use by Incapital LLC. “Additional Information” means the Preliminary Prospectus together with each Permitted Free Writing Prospectus, if any, delivered to you relating to the Offering of Securities. In connection with any Registered Offering, we will provide to you electronically copies of the Additional Information and of the Prospectus (other than, in each case, information incorporated by reference therein) for the purposes contemplated by the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder and will make available to

Exh E-2

	you such number of copies of the Prospectus as you may reasonably request as soon as practicable after sufficient copies are made available to us by the issuer of the Securities.
	You agree that you will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as such term is defined in Rule 405 under the Securities Act) concerning the Offering, any issuer of the Securities (including, without limitation, any free writing prospectus and any information furnished by us and any issuer of Securities but not incorporated by reference into the Preliminary Prospectus or Prospectus), other than (a) any Preliminary Prospectus or Prospectus or (b) any Permitted Free Writing Prospectus.
	You represent and warrant that you are familiar with the rules relating to the distribution of a Preliminary Prospectus and agree that you will comply therewith. You represent and warrant that you are familiar with Rule 173 under the Securities Act relating to electronic delivery. You agree to make a record of your distribution of each Preliminary Prospectus and, when furnished with copies of any revised Preliminary Prospectus, you will, upon our request, promptly forward copies thereof to each person to whom you have theretofore distributed a Preliminary Prospectus.
	You agree that in purchasing Securities in a Registered Offering you will rely upon no statement whatsoever, written or oral, other than the statements in the Preliminary Prospectus or final Prospectus delivered to you by us. You will not be authorized by the issuer or other seller of Securities offered pursuant to a prospectus or by any Underwriter to give any information or to make any representation not contained in the prospectus in connection with the sale of such Securities. You agree that you have not relied, and will not rely, upon advice from us regarding the suitability of any Securities as an investment for you or your clients. You acknowledge and agree that it is your sole responsibility to ensure that, prior to any distribution, the Securities are suitable for your clients, it is lawful for your clients to purchase the Securities and the clients are capable of evaluating and have evaluated the risks and merits of an investment in the Securities. You agree not to market the Securities in any manner which is inconsistent with or not on the basis of the materials furnished to you for use in the distribution and you agree not to use marketing materials other than those that have been approved for use.
(b)	Offerings Pursuant to Offering Circular. In the case of any Offering of Securities other than a Registered Offering, which is made pursuant to an offering circular or other disclosure document comparable to a prospectus in a Registered Offering, we will provide to you electronically copies of each preliminary offering circular, if any, any offering circular supplement and of the final offering circular relating thereto and will make available to you such number of copies of the final offering circular as you may reasonably request as soon as practicable after sufficient copies are made available to us by the issuer of the Securities. You agree that you will comply with the applicable Federal and state laws, and the applicable rules

Exh E-3

	and regulations of any regulatory body promulgated thereunder, governing the use and distribution of offering materials by brokers or dealers.
	You agree that in purchasing Securities pursuant to an offering circular you will rely upon no statements whatsoever, written or oral, other than the statements in the preliminary or final offering circular delivered to you by us. You will not be authorized by the issuer or other seller of Securities offered pursuant to an offering circular or by any Underwriter to give any information or to make any representation not contained in the offering circular in connection with the sale of such Securities. You agree that you have not relied, and will not rely, upon advice from us regarding the suitability of any Securities as an investment for you or your clients. You acknowledge and agree that it is your sole responsibility to ensure that, prior to any distribution, the Securities are suitable for your clients, it is lawful for your clients to purchase the Securities and the clients are capable of evaluating and have evaluated the risks and merits of an investment in the Securities. You agree not to market the Securities in any manner which is inconsistent with or not on the basis of the materials furnished to you for use in the distribution and you agree not to use marketing materials other than those that have been approved for use.
(c)	Offer and Sale to the Public. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance to dealers. The offering price, selling concession and reallowance (if any) to dealers at any time in effect with respect to an Offering are hereinafter referred to, respectively, as the “Public Offering Price,” the “Concession” and the “Reallowance.” With respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If so notified by us, you may sell Securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the “Concession.” If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to dealers who are actually engaged in the investment banking or securities business, who are either (i) members in good standing of the Financial Industry Regulatory Association, Inc. (“FINRA”) who agree to abide by the applicable rules of FINRA (and its predecessor, the National Association of Securities Dealers, Inc. (“NASD”), as applicable) (see Section 4(a) below) or (ii) foreign banks, dealers or institutions not eligible for membership in FINRA who represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, dealers and institutions set forth in Section 4(a) hereof.

Exh E-4

	(d)	Over-allotment; Stabilization; Unsold Allotments. We may, with respect to any Offering, be authorized to over-allot in arranging sales to Selected Dealers, to purchase and sell Securities for long or short account and to stabilize or maintain the market price of the Securities. You agree that, upon our request at any time and from time to time prior to the termination of the provisions of Section 3(c) hereof with respect to any Offering, you will report to us the amount of Securities purchased by you pursuant to such Offering which then remain unsold by you and will, upon our request at any such time, sell to us for our account or the account of one or more Underwriters such amount of such unsold Securities as we may designate at the Public Offering Price less an amount to be determined by us not in excess of the Concession. If, prior to the later of (i) the termination of the provisions of Section 3(c) hereof with respect to any Offering or (ii) the covering by us of any short position created by us in connection with such Offering for our account or the account of one or more Underwriters, we purchase or contract to purchase for our account or the account of one or more Underwriters in the open market or otherwise any Securities purchased by you under this Agreement as part of such Offering, you agree to pay us on demand an amount equal to the Concession with respect to such Securities (unless you shall have purchased such Securities pursuant to Section 2 hereof at the Public Offering Price in which case we shall not be obligated to pay such Concession to you pursuant to Section 2) plus transfer taxes and broker’s commissions or dealer’s mark-up, if any, paid in connection with such purchase or contract to purchase.
4.	Representations, Warranties and Agreements.
	(a)	FINRA. You represent and warrant that you are actually engaged in the investment banking or securities business and either a member in good standing of FINRA or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in FINRA which agrees to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making other sales to comply with FINRA’s interpretation with respect to free riding and withholding. You agree to notify us immediately if any of the following happens: you cease to be authorized or licensed by any authority in any relevant jurisdiction to offer Securities; you change your legal status (for example, from a corporation to a partnership or limited liability company); or you become aware that you may be in violation of any regulations applicable to the distribution of the Securities. You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of FINRA’s interpretation with respect to review of corporate financing as such requirements relate to such Offering.
		You agree that, in connection with any purchase or sale of the Securities wherein a Concession, discount or other allowance is received or granted, (1) you will

Exh E-5

	comply with the provisions of FINRA Rule 5141 and (2) if you are a non-FINRA member broker or dealer in a foreign country, you will also comply (a), as though you were a FINRA member, with the provisions of FINRA Rules 5141 and 5130 and (b) with Rule 2420 of the Conduct Rules of the NASD as that section applies to a non-FINRA member broker or dealer in a foreign country.
	You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as a member of an underwriting syndicate or a selling group or otherwise), if a selling Concession, discount or other allowance is granted to you, clauses (1) and (2) of the preceding paragraph will be applicable.
	You further represent and warrant to us at all times that you have obtained all required licenses and authorizations to legally carry out the activities contemplated by this Agreement in each jurisdiction where you are carrying out such activities.
(b)	Relationship Among Underwriters and Selected Dealers. We may buy Securities from or sell Securities to any Underwriter or Selected Dealer and, without consent, the Underwriters (if any) and the Selected Dealers may purchase Securities from and sell Securities to each other at the Public Offering Price less all or any part of the Concession. Unless otherwise specified in a separate agreement between you and us, this agreement does not authorize you to act as agent for: (i) us; (ii) any Underwriter; (iii) the issuer; or (iv) other seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter shall be under any obligation to you except for obligations assumed hereby or in any Written Communication from us in connection with any Offering. Nothing contained herein or in any Written Communication from us shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another. If the Selected Dealers, among themselves or with the Underwriters, should be deemed to constitute a partnership for Federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with that election. You authorize us, in our discretion, to execute and file on your behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, you shall be liable for your proportionate amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability.
(c)	Role of Incapital; Legal Responsibility. Incapital is acting as representative of each of the Underwriters in all matters connected with the Offering of the Securities and with the Underwriters’ purchases (or solicitation for purchase) of

Exh E-6

	the Securities. The rights and liabilities of each Underwriter of Securities and each Selected Dealer shall be several and not joint. Incapital, as such, shall have full authority to take such action as it deems advisable in all matters pertaining to the Offering of the Securities or arising under this Agreement. Incapital will have no liability to any Selected Dealer for any act or omission except for obligations expressly assumed by it hereunder, and no obligations on the part of Incapital will be implied hereby or inferred herefrom.
(d)	Blue Sky Laws. Upon application to us, we shall inform you as to any advice we have received from counsel concerning the jurisdictions in which Securities have been qualified for sale or are exempt under the securities or blue sky laws of such jurisdictions, but we do not assume any obligation or responsibility as to your right to sell Securities in any such jurisdiction. You agree to: (a) only engage in a distribution in accordance with the terms of any restrictions in the final Prospectus or offering circular, as applicable; (b) not conduct any distribution which would constitute, in any jurisdiction, a public offer as defined by the law of the relevant jurisdiction, unless you have requested of us and we have confirmed to you that the Securities are approved for public offer in such jurisdiction; and (c) observe the dates of any subscription period.
(e)	U. S. Patriot Act/Office of Foreign Asset Control (OFAC). You represent and warrant, on behalf of yourself and any subsidiary, affiliate, or agent to be used by you in the context of this Agreement, that you and they comply and will comply with all applicable rules and regulations of the Office of Foreign Assets Control of the U.S. Department of the Treasury and all applicable requirements of the U.S. Bank Secrecy Act and the USA PATRIOT Act and the rules and regulations promulgated thereunder. You agree to only market, offer or sell Securities in jurisdictions agreed by us and excluding those jurisdictions on the Country Sanctions Programs of the OFAC.
(f)	Cease and Desist Proceedings. You represent and warrant that you are not the subject of a pending proceeding under Section 8A of the Securities Act in connection with the Offering.
(g)	Compliance with Law. You agree that in selling Securities pursuant to any Offering (which agreement shall also be for the benefit of the Issuer or other seller of such Securities) you will comply with all applicable laws, rules and regulations, including the applicable provisions of the Securities Act and the Exchange Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the Offering and the applicable rules and regulations of any regulatory organization having jurisdiction over your activities. You represent and warrant, on behalf of yourself and any subsidiary, affiliate, or agent to be used by you in the context of this Agreement, that you and they have not relied upon advice from us, any Issuer of the Securities, the Underwriters or other sellers of the Securities or any of our or their respective affiliates regarding the suitability of the Securities for any investor.

Exh E-7

(h)	Electronic Media. You agree that you are familiar with the Commission’s guidance on the use of electronic media to deliver documents under the federal securities laws and all guidance published by FINRA or its predecessor concerning delivery of documents by broker-dealers through electronic media. You agree that you with comply therewith in connection with a Registered Offering.
(i)	Structured Products. You agree that you are familiar with NASD Notice to Members 05-59 concerning the obligations of member firms when selling structured products and, to the extent that it is applicable to you, you agree to comply with the requirements therein.
(j)	New Products. You agree to comply with NASD Notice to Members 05-26 recommending best practices for reviewing new products.

5. Indemnification. You hereby agree to indemnify and hold us harmless and to indemnify and hold harmless the Issuers, any Underwriter and any of our affiliates from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any action or claim) caused by your failure or the failure of any other subsidiary, affiliate or agent of yours or the failure of any Selling Agent of yours to offer or sell the Securities in compliance with any applicable law or regulation, to comply with the provisions hereof including, but not limited to, any actual or alleged breach or violation of any representations and warranties contained herein or to obtain any consent, approval or permission required in connection with the distribution of the Securities.

6. Termination, Supplements and Amendments. This Agreement shall continue in full force and effect until terminated by a written instrument executed by each of the parties hereto. This Agreement may be supplemented or amended by us by written notice thereof to you, and any such supplement or amendment to this Agreement shall be effective with respect to any Offering to which this Agreement applies after the date of such supplement or amendment. Each reference to “this Agreement” herein shall, as appropriate, be to this Agreement as so amended and supplemented. The terms and conditions set forth in Section 3(c) hereof with regard to any Offering will terminate at the close of business on the 30th day after the commencement of the public offering of the Securities to which such Offering relates, but in our discretion may be extended by us for a further period not exceeding 30 days and in our discretion, whether or not extended, may be terminated at any earlier time.

7. Successors and Assigns. This Agreement shall be binding on, and inure to the benefit of, the parties hereto and other persons specified in Section 1 hereof, and the respective successors and assigns of each of them.

8. Governing Law. This Agreement and the terms and conditions set forth herein with respect to any Offering together with such supplementary terms and conditions with respect to such Offering as may be contained in any Written Communication from us to you in connection therewith shall be governed by, and construed in accordance with, the laws of the State of Illinois.

Exh E-8

9. Headings and References. The headings, titles and subtitles herein are inserted for convenience of reference only and are to be ignored in any construction of the provisions hereof.

10. Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof.

Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof.

	Very truly yours,
By:
	Name:
	Title: Managing Director - Syndicate

CONFIRMED: ______________________, 20___

By:
Name:
	(Print name)
Title:

Exh E-9

EXHIBIT F

FORM OF DISCLOSURE PACKAGE SCHEDULE

(1) Applicable Time:

(2) Issuer Free Writing Prospectuses:

          [List all FWPs included in the Disclosure Package]

Exh F-1

EXHIBIT G

FORM OF FINAL TERM SHEET

[To be modified as appropriate]

American Express Credit Corporation

Date:          ,

Title of Purchased Securities:

Aggregate Principal Amount Offered:

Price to Public:

Settlement Date:

Purchase Price by Underwriters:

Maturity Date:

[Yield to Maturity:]

[Spread to Benchmark Treasury:]

[Benchmark Treasury:]

[Benchmark Treasury Price and Yield:]

Interest Rate or Interest Rate Basis:

Interest Payment Dates:

Interest Reset Dates:

Redemption Provisions:

Managing Underwriters:

[Other Provisions:]

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any agent or

Exh G-1

any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free [●].

Exh G-2

EX-4.(I)

Exhibit 4(i)

Form of Permanent Global Registered Fixed Rate Note

THIS NOTE IS A GLOBAL NOTE (“GLOBAL NOTE”) WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE TO THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO A NOMINEE FOR DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO AMERICAN EXPRESS CREDIT CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

AMERICAN EXPRESS CREDIT CORPORATION

Medium-Term Senior Notes, Series E
Due Nine Months or More from the Date of Issuance
(Fixed Rate)

REGISTERED
No. FX_______		CUSIP NO.______________
Issue Price:	Principal Amount:
Original Issue Date:	Stated Maturity:
Interest Rate:	Interest Payment Dates:
Authorized Denominations (if other than as set forth in the Prospectus Supplement):	Specified Currency (if other than U.S. dollars):
Indexed Principal Note: (If yes, see attached)
Amortizing Note:	Amortizing Schedule:
Redemption Terms:	Redemption Dates:
Repayment Terms:	Repayment Dates:

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                    AMERICAN EXPRESS CREDIT CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein referred to as the “Company”), for value received hereby promises to pay to CEDE & CO. or registered assigns, (a) the Principal Amount shown above or, in the case of an Indexed Principal Note, the face amount adjusted by reference to prices, changes in prices, or differences between prices, of securities, currencies, intangibles, goods, articles or commodities or by such other objective price, economic or other measures (an “Index”) as described on the face of this Note or in the applicable pricing supplement, in the Specified Currency on the Stated Maturity date shown above, or earlier if and to the extent so provided herein, and (b) accrued interest on the Principal Amount then outstanding (or in the case of an Indexed Principal Note, the face amount then outstanding) at the Interest Rate shown above from the Original Issue Date shown above or from the most recent date to which interest has been paid or duly provided for, semiannually in arrears on [          ] and [          ], commencing with the [          ] or [          ] following the Original Issue Date shown above (the “Interest Payment Dates”) as specified on the face of this Note or in the applicable pricing supplement and at the date on which the principal of this Note becomes due and payable, whether at the Stated Maturity or by declaration of acceleration or otherwise (“Maturity”), until, in either case, the Principal Amount then outstanding or the face amount is paid or duly provided for in accordance with the terms hereof.

                    Reference is hereby made to the further provisions of this Note set forth on the reverse hereof and in any applicable pricing supplement attached hereto or delivered herewith, and such further provisions shall for all purposes have the same effect as if fully set forth in this place.

                    This Note shall not become valid or obligatory for any purpose unless and until the certificate of authentication hereon shall have been executed by the Trustee, or its successor, under the Indenture referred to herein.

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                    IN WITNESS WHEREOF, American Express Credit Corporation has caused this Global Note to be duly executed under its corporate seal.

Dated:
	AMERICAN EXPRESS CREDIT CORPORATION
	By:
	Authorized Officer
[FACSIMILE OF SEAL]	Attest:
	By:
	CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

Dated:	THE BANK OF NEW YORK MELLON
	By
	Authorized Signatory

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REVERSE OF GLOBAL FIXED RATE NOTE

                    This Note is one of a series of duly authorized debentures, notes or other evidences of indebtedness (hereinafter called the “Securities”) of the Company, all such Securities issued and to be issued under an indenture dated as of June 9, 2006, between the Company and The Bank of New York Mellon (formerly known as the Bank of New York), as trustee (the “Trustee”) (as supplemented from time to time hereinafter, called the “Indenture”), to which Indenture reference is hereby made for a statement of the rights, obligations, duties and immunities of the Trustee for each series of Securities and of the Company, and the terms upon which the Securities are and are to be authenticated and delivered. As provided in the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate Principal Amounts, may be denominated in currencies other than U.S. Dollars (including composite currencies), may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption or repurchase provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Note is one of a series of the Securities designated as Medium-Term Senior Notes, Series E (the “Notes”).

                    Payment of the principal of, and premium, if any, and interest on, this Note will be made in immediately available funds at the office or agency of the Trustee maintained for that purpose in the Borough of Manhattan, The City of New York, State of New York, in such coin or currency of the United States of America or other currency or composite currency, as specified on the face of this Note or in the applicable pricing supplement, as at the time of payment shall be legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest on any Note issued in definitive form other than interest due at Maturity may be made by check mailed to the address of the person entitled thereto as such address shall appear in the Securities Register. Interest will be paid to persons in whose names the Notes are registered at the close of business on [          ] or [          ], as the case may be, prior to any Interest Payment Date (the “Regular Record Date”) provided that interest due at Maturity will be paid to the person to whom principal is payable. The first payment of interest on any Note originally issued between a Regular Record Date and an Interest Payment Date will be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner on such next Regular Record Date. Interest shall be computed on the basis of a 360-day year and of twelve 30-day months from the Original Issue Date shown above or from the most recent Interest Payment Date to which interest has been paid or duly provided for. Unless an Event of Default with respect to the Notes shall have occurred and be continuing or as otherwise set forth in the Indenture, Notes in definitive form will not be issued.

Indexed Notes

                    If this Note is an Indexed Principal Note, then the Principal Amount payable at Maturity is determined by reference to the amount designated on the face of this Note or in the applicable pricing supplement as the face amount of this Note and by reference to the Index as described on the face hereof or in the applicable pricing supplement. The Principal Amount payable at Maturity may be different from the face amount. Principal Amount payable at Stated Maturity will be calculated in the manner set forth in the applicable pricing supplement.

Redemption and Repayment

                    If so specified on the face hereof or in the applicable pricing supplement, the Company may, at its option, redeem this Note in whole or in part, on the Redemption Date specified herein, at the

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Redemption Price (together with accrued interest to such Redemption Date) specified herein. Provisions regarding requirements and procedures if other than set forth in the Indenture for redemption will be set forth in the applicable pricing supplement.

                    If so specified on the face hereof or in the applicable pricing supplement, this Note will be repayable prior to Maturity at the option of the holder on the Repayment Dates shown on the face hereof or in the applicable pricing supplement at the Repayment Prices shown on the face hereof or in the applicable pricing supplement, together with interest accrued to the date of repayment. Provisions regarding requirements and procedures for repayment will be set forth in the applicable pricing supplement.

                    Unless otherwise specified on the face hereof or in the applicable pricing supplement, this Note will not be subject to any sinking fund.

Other Terms

                    The Indenture contains provisions for defeasance and discharge at the Company’s option of either the entire principal of all the Securities of any series or of certain covenants in the Indenture upon compliance by the Company with certain conditions set forth therein.

                    If an Event of Default (as defined in the Indenture) with respect to the Notes, shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

                    The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the holders of the Notes of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the holders of not less than a majority in aggregate Principal Amount of the Outstanding Securities of each series to be affected thereby. The Indenture also permits, with certain exceptions as therein provided, the holders of not less than a majority in aggregate Principal Amount of outstanding Notes of any series, on behalf of the holders of all the Notes of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences with respect to such series. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued upon the transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

                    No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

                    As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note is registrable on the Securities Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company to be maintained for that purpose in the Borough of Manhattan, The City of New York, State of New York, or at any other office or agency of the Company maintained for that purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or

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more new Notes, of Authorized Denominations and for the same aggregate Principal Amount, will be issued to the designated transferee or transferees.

                    The Notes are issuable in registered form without coupons in denominations of $100,000 and any larger amount that is an integral multiple of $1,000. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate Principal Amount of Notes of a like tenor and of a different authorized denomination, as requested by the holder surrendering the same.

                    No service charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the registration of such transfer or exchange, other than certain exchanges not involving any transfer.

                    In case this Note shall at any time become mutilated, destroyed, stolen or lost and this Note or evidence of the loss, theft, or destruction hereof (together with such indemnity and such other documents or proof as may be required by the Company or the Trustee) shall be delivered to the principal corporate trust office of the Trustee, a new Note of like tenor and Principal Amount will be issued by the Company in exchange for, or in lieu of, this Note. All expenses and reasonable charges associated with procuring such indemnity and with the preparation, authentication and delivery of a new Note shall be borne by the holder of this Note.

                    Holders of Securities may not enforce their rights pursuant to the Indenture or the Note except as provided in the Indenture. Certain terms used in this Note which are defined in the Indenture have the meaning set forth therein.

                    This Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

                    Prior to due presentment for registration of transfer, the Company, the Trustee for the Notes and any agent of the Company or such Trustee may treat the person in whose name this Note is registered as the holder hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, such Trustee nor any such agent shall be affected by notice to the contrary.

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ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-as tenants in common	UNIF GIFT MIN ACT	________Custodian____________
TEN ENT	-as tenants by the entireties		(Cust)                         (Minor)
JT TEN	-as joint tenants with right of survivorship and not as tenants in common		Under Uniform Gifts to Minors Act
			(State)

Additional abbreviations may also be used though not in the above list

OPTION TO ELECT REPAYMENT

                    The undersigned hereby irrevocably requests and instructs the Company to repay $____ Principal Amount of the Note, pursuant to its terms, on the “Repayment Date” first occurring after the date of receipt of the within Note as specified below, together with interest thereon accrued to the date of repayment, to the undersigned at:

                    (Please Print or Type Name and Address of the Undersigned)

and to issue to the undersigned, pursuant to the terms of the Indenture, a new Note or Notes representing the remaining Principal Amount of this Note.

                    For this Option to Elect Repayment to be effective, this Note with the Option to Elect Repayment duly completed must be received by the Company within the relevant time period applicable to the Note at its office or agency, located initially at the office of the Trustee at 101 Barclay Street, New York, New York, 10286, Attention: Corporate Trust Administration.

Dated:
	Note: The signature to this Option to Elect Repayment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.

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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

Please Insert Social Security or Other

Identifying Number of Assignee

Please Print or Type Name and Address Including Zip Code of Assignee

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

_________________________________________________________________________ attorney to transfer such Note on the books of American Express Credit Corporation, with full power of substitution in the premises.

Dated:
	Signature
	NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the Note in every particular, without alteration of enlargement or any change whatsoever

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EX-4.(J)

Exhibit 4(j)

Permanent Global Registered Floating Rate Note

          THIS NOTE IS A GLOBAL NOTE (“GLOBAL NOTE”) WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE TO THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO A NOMINEE FOR DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO AMERICAN EXPRESS CREDIT CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

AMERICAN EXPRESS CREDIT CORPORATION

Medium-Term Senior Notes, Series E
Due Nine Months or More from the Date of Issue
(Floating or Indexed Rate)

REGISTERED	CUSIP NO. _____________
NO. FLR _____
Issue Price:	Principal Amount:
Original Issue Date:	Stated Maturity:
Initial Interest Rate:	Interest Payment Period:
Interest Rate Basis:	Interest Payment Dates:
Index Currency:	Interest Reset Period:
Interest Reset Dates:	Spread:
Spread Multiplier:	Maximum Interest Rate:
Minimum Interest Rate:	Authorized Denominations (if other than as set forth in the Prospectus Supplement):
Specified Currency (if other than U.S. dollars):	Indexed Principal Note: (If yes, see attached)
	Index Maturity:
Indexed Interest Rate: (if yes, see attached)	Amortizing Note:
Amortizing Schedule:	Repayment Terms:
Repayment Dates:	Redemption Terms:
Calculation Agent:	Redemption Dates:

          AMERICAN EXPRESS CREDIT CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein referred to as the “Company”) for value received hereby promises to pay to CEDE & CO. or registered assigns, (a) the Principal Amount shown above or, in the case of an Indexed Principal Note, the face amount adjusted by reference to prices, changes in prices, or differences between prices, of securities, currencies, intangibles, goods, articles or commodities or by such other objective price, economic or other measures (an “Index”) as described above or in the applicable pricing supplement, in the Specified Currency on the Stated Maturity date shown above, or earlier if and to the extent so provided herein, and (b) accrued interest on the Principal Amount then outstanding (or, in the case of an Indexed Principal Note, the face amount then outstanding): (i) at the Initial Interest Rate shown above until the first Interest Reset Date shown above following the Original Issue Date shown above and thereafter at the Interest Rate Basis shown above, adjusted by the Spread or Spread Multiplier, if any, shown above, determined in accordance with the provisions hereof, from the Original Issue Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, on the Interest Payment Dates stated above, until the principal thereof is paid or made available for payment; (ii) if this is an Indexed Rate Note, at a rate determined by reference to an Index as described herein.

          Reference is hereby made to the further provisions of this Note set forth on the reverse hereof and in any applicable pricing supplement attached hereto or delivered herewith, and such further provisions shall for all purposes have the same effect as if fully set forth in this place.

          This Note shall not become valid or obligatory for any purpose unless and until the certificate of authentication hereon shall have been executed by the Trustee, or its successor, under the Indenture referred to herein.

          IN WITNESS WHEREOF, American Express Credit Corporation has caused this Global Note to be duly executed under its corporate seal.

Dated:	AMERICAN EXPRESS CREDIT CORPORATION
	By
		Authorized Officer
[FACSIMILE OF SEAL]	Attest:
	By:

CERTIFICATE OF AUTHENTICATION

                    This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

Dated:	THE BANK OF NEW YORK MELLON
	By:
		Authorized Signatory

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REVERSE OF GLOBAL FLOATING RATE NOTE

          This Note is one of a series of duly authorized debentures, notes or other evidences of indebtedness (hereinafter called the “Securities”) of the Company, all such Securities issued and to be issued under an indenture dated as of June 9, 2006 between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”) (as supplemented from time to time, hereinafter called the “Indenture”), to which Indenture reference is hereby made for a statement of the rights, obligations, duties and immunities of the Trustee for each series of Securities and of the Company, and the terms upon which the Securities are and are to be authenticated and delivered. As provided in the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate Principal Amounts, may be denominated in currencies other than U.S. Dollars (including composite currencies), may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption or repurchase provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Note is one of a series of the Securities designated as Medium-Term Senior Notes, Series E (the “Notes”).

          Payment of the principal of, and premium, if any, and interest on, this Note will be made in immediately available funds at the office or agency of the Trustee maintained for that purpose in the Borough of Manhattan, The City of New York, State of New York, in such coin or currency of the United States of America or other currency or composite currency as specified on the face of this Note or in the applicable pricing supplement, as at the time of payment shall be legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest on any Notes issued in definitive form other than interest due at Maturity (as defined below) may be made by check mailed to the address of the person entitled thereto as such address shall appear in the Securities Register. Payment of interest will be made to the person in whose name this Note is registered at the close of business on the fifteenth day (whether or not a Business Day) prior to any Interest Payment Date (the “Regular Record Date”). However, payment of interest due at the date on which the principal of this Note becomes due and payable, whether at the Stated Maturity or by declaration of acceleration or otherwise (the “Maturity”) will be made to the person to whom the Company pays the principal. The first payment of interest on any Note originally issued between a Regular Record Date and an Interest Payment Date will be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner on such next Regular Record Date. Unless an Event of Default with respect to the Notes shall have occurred and be continuing or as otherwise set forth in the Indenture, Notes in definitive form will not be issued.

Payment of Interest

          The interest rate on this Note will be equal to either (1) the interest rate calculated by reference to the Interest Rate Basis (as specified on the face of this Note) plus or minus the Spread, if any, as specified on the face of this Note or (2) the interest rate calculated by reference to the Interest Rate Basis as specified on the face of this Note multiplied by the Spread Multiplier, if any, as specified on the face of this Note.

	Except as provided below, the “Interest Payment Dates” for the Notes will be:
•	in the case of Notes with a weekly Interest Reset Date (as defined below) on the third Wednesday of each month or on the third Wednesday of March, June, September and December;

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• in the case of Notes with a monthly Interest Reset Date, on the third Wednesday of each month or on the third Wednesday of March, June, September and December of each year, as specified on the face of this Note;

• in the case of Notes with a quarterly Interest Reset Date, on the third Wednesday of March, June, September and December of each year;

• in the case of Notes with a semi-annual Interest Reset Date, on the third Wednesday of two months of each year, as specified on the face of this Note; and

• in the case of Notes with an annual Interest Reset Date, on the third Wednesday of one month of each year, as specified on the face of this Note.

If any Interest Payment Date for this Note, other than an Interest Payment Date that falls on the date of Maturity, would otherwise be a day that is not a Business Day for this Note, the Interest Payment Date for this Note shall be postponed to the next day that is a Business Day for this Note, except that in the case of a LIBOR Note or a EURIBOR Note, if such day falls in the next calendar month, the Interest Payment Date shall be the preceding day that is a Business Day. If the date of Maturity of this Note falls on a day that is not a Business Day, the payment of principal, premium, if any, and interest, if any, due on that date shall be made on the next succeeding Business Day and no additional interest shall be payable with respect to the Principal Amount the payment of which has been so deferred.

	As used in this Note, “Business Day” means:
•	with respect to any payment, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in the Borough of Manhattan, The City of New York, are authorized or required by law or executive order to close;
•	when used for any other purpose, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in the Borough of Manhattan, The City of New York, or in the city in which the Corporate Trust Office of the Trustee is located, are authorized or required by law or executive order to close;
•	for Notes, the interest rate on which is based on LIBOR (as described below) only, such day shall be any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market (a “London business day”);
•	for Notes, the interest rate on which is based on EURIBOR (as described below) only, such day shall be any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer system, or TARGET, is open; and
•	for Notes having a Specified Currency other than U.S. dollars only, any day that, in the capital city of the country issuing the Specified Currency, except for Australian dollars or Canadian dollars, which will be based on the cities of Sydney or Toronto, respectively, is not a day on which banking institutions are authorized or obligated to close, or for euros, which will be any day which is not a day on which TARGET is closed.
The rate of interest on this Note will be reset on the Interest Reset Date that will be weekly, monthly, quarterly, semi-annually or annually, as specified on the face of this Note.
	The “Interest Reset Date” will be:
•	in the case of Notes (other than Treasury Rate Notes) that reset weekly, the Wednesday of each week;

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• in the case of Treasury Rate Notes that reset weekly, the Tuesday of each week;

• in the case of Notes that reset monthly, the third Wednesday of each month;

• in the case of Notes that reset quarterly, the third Wednesday of March, June, September and December;

• in the case of Notes that reset semi-annually, the third Wednesday of two months of each year, as specified on the face of this Note; and

• in the case of Notes that reset annually, the third Wednesday of one month of each year, as specified on the face of this Note.

          However, in each case, the interest rate in effect from the date of issue to the first Interest Reset Date with respect to this Note will be the Initial Interest Rate set forth on the face of this Note. If any Interest Reset Date for this Note would otherwise be a day that is not a Business Day for this Note, the Interest Reset Date for this Note shall be postponed to the next day that is a Business Day for this Note, except that in the case of a LIBOR Note or a EURIBOR Note, if such Business Day is in the next succeeding calendar month, the Interest Reset Date shall be the immediately preceding Business Day.

          The interest rate applicable to each interest accrual period beginning on an Interest Reset Date will be the rate determined on the Calculation Date (as defined below), if any, by reference to the Interest Determination Date. “Calculation Date” means the date, if any, on which the Calculation Agent (as defined below) is to calculate an interest rate for this Note. The Calculation Date shall be the earlier of (a) the tenth calendar day after the related Interest Determination Date for this Note or if such day is not a Business Day, the next succeeding Business Day, or (b) the Business Day preceding the next succeeding Interest Payment Date or the date of Maturity unless otherwise specified on the face of this Note. “Calculation Agent” means the agent appointed by the Company to calculate interest rates on this Note. The Calculation Agent will be The Bank of New York Mellon unless otherwise specified on the face of this Note.

          The “Interest Determination Date” pertaining to an Interest Reset Date will be:

• the second Business Day preceding such Interest Reset Date for (1) a Commercial Paper Rate Note, (2) a Federal Funds Rate Note, (3) a CD Rate Note or (4) a Prime Rate Note;

• the second Business Day preceding such Interest Reset Date for a LIBOR Note or a EURIBOR Note; or

• the day of the week in which such Interest Reset Date falls on which Treasury bills would normally be auctioned for a Treasury Rate Note.

          Treasury bills are usually sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is usually held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is held on the preceding Friday, such Friday will be the Treasury Rate Note Interest Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Treasury Rate Note, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date.

          Unless otherwise specified on the face of this Note or in the applicable pricing supplement, the interest payable on each Interest Payment Date or at Maturity for this Note will be the amount of interest accrued from and including the Original Issue Date or from and including the last Interest Payment Date to which interest has been paid or duly provided for, as the case may be, to, but excluding, such Interest Payment Date or the date of Maturity, as the case may be.

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          Accrued interest from the date of issue or from the last date to which interest has been paid is calculated by multiplying the face amount of this Note by an accrued interest factor. This accrued interest factor is computed by adding the interest factors calculated for each day from the date of issue or from the last date to which interest has been paid, to the date for which accrued interest is being calculated. The interest factor (expressed as a decimal rounded to the nearest one hundred-thousandth of a percentage point (e.g., 9.876544% and 9.876545% being rounded to 9.87654% and 9.87655%, respectively)) for each such day is computed by dividing the interest rate (expressed as a decimal rounded to the nearest one hundred-thousandth of a percentage point) applicable to such date by 360, in the case of Commercial Paper Rate Notes, Federal Funds Rate Notes, CD Rate Notes, LIBOR Notes, EURIBOR Notes and Prime Rate Notes, or by the actual number of days in the year, in the case of Treasury Rate Notes. All dollar amounts used in or resulting from calculations on this Note will be rounded to the nearest cent with one half cent being rounded upward.

          The interest rate in effect with respect to this Note on each day that is not an Interest Reset Date will be the interest rate determined as of the Interest Determination Date for the immediately preceding Interest Reset Date. The interest rate in effect with respect to this Note on any day that is an Interest Reset Date will be the interest rate determined as of the Interest Determination Date for that Interest Reset Date.

          The Calculation Agent will, upon the request of the holder of this Note, provide the interest rate then in effect and, if determined, the interest rate which will become effective as a result of a determination made on the most recent Interest Determination Date with respect to this Note. For purposes of calculating the rate of interest payable on this Note, the Company will enter into an agreement with the Calculation Agent.

          The interest rate on this Note will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. Under present New York law, the maximum rate of interest, with few exceptions, is 25% per year (calculated on a simple interest basis). This limit only applies to obligations that are less than $2,500,000.

Determination of Commercial Paper Rate

          If the Interest Rate Basis specified on the face of this Note is Commercial Paper Rate, this Note will bear interest for each Interest Reset Period at an interest rate calculated with reference to the Commercial Paper Rate and the Spread or Spread Multiplier, if any, specified on the face of this Note.

          Unless the Company indicates otherwise in the applicable pricing supplement, the “Commercial Paper Rate” for any Interest Determination Date will be the Money Market Yield (calculated as described below) of the rate on that date for commercial paper having the Index Maturity as specified on the face of this Note as such rate is published by the Board of Governors of the Federal Reserve System in “Statistical Release H.15(519), Selected Interest Rates” or any successor publication of the Board of Governors of the Federal Reserve System (“H.15(519)”) under the heading “Commercial Paper—Nonfinancial.”

          The following procedures will be followed if the Commercial Paper Rate cannot be determined as described above:

• In the event that such rate is not published prior to 3:00 p.m., New York City time, on the applicable Calculation Date, then the Commercial Paper Rate shall be the Money Market Yield of the rate on such date for commercial paper having the Index Maturity as specified on the face of this Note or designated in the applicable pricing supplement as published in the daily update of H.15(519), available through the worldwide website of the Board of Governors of the Federal

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	Reserve System at http://www.federalreserve.gov/releases/H15/update, or any successor site or publication (“H.15 Daily Update”) under the heading “Commercial Paper—Nonfinancial” (with an index maturity of one month or three months deemed to be equivalent to an index maturity of 30 days or 90 days, respectively).
•	If by 3:00 p.m., New York City time, on such Calculation Date such rate is not yet published in H.15(519) or H.15 Daily Update, then the Commercial Paper Rate for such Interest Determination Date shall be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean (each as rounded to the nearest one hundred-thousandth of a percentage point) of the offered rates of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent, after consultation with the Company, as of 11:00 a.m., New York City time, on such date, for commercial paper having the Index Maturity as specified on the face of this Note or designated in the applicable pricing supplement placed for a non-financial issuer whose bond rating is “AA,” or the equivalent, from a nationally recognized securities rating agency.
•	If the dealers selected by the Calculation Agent are not quoting as mentioned in the previous sentence, the Commercial Paper Rate with respect to such Interest Determination Date will be the same as the Commercial Paper Rate for the immediately preceding Interest Reset Period (or, if there was no preceding Interest Reset Period, the rate of interest will be the Initial Interest Rate).

          The “Money Market Yield” will be a yield (expressed as a percentage rounded to the nearest one hundred-thousandth of a percentage point) calculated in accordance with the following formula:

	D x 360
Money Market Yield  =		x      100
	360 - (D x M)

where “D” refers to the annual rate for the commercial paper quoted on a bank discount basis and expressed as a decimal, and “M” refers to the actual number of days in the interest period for which interest is being calculated.

Determination of Federal Funds Rate

          If the Interest Rate Basis specified on the face of this Note is Federal Funds Rate, this Note will bear interest for each Interest Reset Period at an interest rate calculated with reference to the Federal Funds Rate and the Spread or Spread Multiplier, if any, specified on the face of this Note.

          Unless the Company indicates otherwise in the applicable pricing supplement, the “Federal Funds Rate” for any Interest Determination Date will be the rate on that date for federal funds as published in H.15(519) under the heading “Federal Funds (Effective)” as such rate is displayed on Reuters 3000 Xtra Service (“Reuters”) (or any successor service) on page FEDFUNDS1 (or any page which may replace such page).

          The following procedures will be followed if the Federal Funds Rate cannot be determined as described above:

• If that rate is not published by 3:00 p.m., New York City time, on the applicable Calculation Date, the Federal Funds Rate will be the rate on such Interest Determination Date as published in H.15 Daily Update under the heading “Federal Funds (Effective).”

• If such rate is not published in either H.15(519) or H.15 Daily Update by 3:00 p.m., New York City time, on the applicable Calculation Date, then the Federal Funds Rate for such Interest

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Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean (rounded to the nearest one hundred-thousandth of a percentage point) of the rates as of 9:00 a.m., New York City time, on such date for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of federal funds transactions in The City of New York selected by the Calculation Agent, after consultation with the Company.

•

If the brokers selected by the Calculation Agent are not quoting as mentioned in the previous sentence, the Federal Funds Rate with respect to such Interest Determination Date will be the same as the Federal Funds Rate for the immediately preceding Interest Reset Period (or, if there was no preceding Interest Reset Period, the rate of interest will be the Initial Interest Rate).

Determination of CD Rate

          If the Interest Rate Basis specified on the face of this Note is CD Rate, this Note will bear interest for each Interest Reset Period at an interest rate calculated with reference to the CD Rate and the Spread or Spread Multiplier, if any, specified on the face of this Note.

          Unless the Company indicates otherwise in the applicable pricing supplement, the CD Rate for any Interest Determination Date will be the rate on that date for negotiable certificates of deposit having the Index Maturity as specified on the face of this Note or designated in the applicable pricing supplement as published in H.15(519) under the heading “CDs (Secondary Market).”

          The following procedures will be followed if the CD Rate cannot be determined as described above:

• If that rate is not published by 3:00 p.m., New York City time, on the applicable Calculation Date, the CD Rate will be the rate on such Interest Determination Date for negotiable certificates of deposit of the Index Maturity as specified on the face of this Note or designated in the applicable pricing supplement as published in H.15 Daily Update under the heading “CDs (Secondary Market).”

• If such rate is not published in either H.15(519) or H.15 Daily Update by 3:00 p.m., New York City time, on such Calculation Date, then the CD Rate on such Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean (each as rounded to the nearest one hundred-thousandth of a percentage point) of the secondary market offered rates as of 10:00 a.m., New York City time, on such date, of three leading nonbank dealers in negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with the Company, for negotiable certificates of deposit of major United States money market banks (in the market for negotiable certificates of deposit) with a remaining Maturity closest to the Index Maturity as specified on the face of this Note or designated in the applicable pricing supplement in an amount that is representative for a single transaction in that market at that time.

• If the dealers selected by the Calculation Agent are not quoting as mentioned in the previous sentence, the CD Rate with respect to such Interest Determination Date will be the same as the CD Rate for the immediately preceding Interest Reset Period (or, if there was no preceding Interest Reset Period, the rate of interest will be the Initial Interest Rate).

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Determination of LIBOR

          If the Interest Rate Basis specified on the face of this Note is LIBOR, this Note will bear interest for each Interest Reset Period at an interest rate calculated with reference to LIBOR and the Spread or Spread Multiplier, if any, specified on the face of this Note.

          Unless the Company indicates otherwise in the applicable pricing supplement, LIBOR will be determined by the Calculation Agent in accordance with the following provisions in the order set forth below:

• On each Interest Determination Date, LIBOR will be determined on the basis of the offered rate for deposits in the London interbank market in the Index Currency (as defined below) having the Index Maturity as specified on the face of this Note or designated in the applicable pricing supplement commencing on the second Business Day immediately following such Interest Determination Date that appears on the Designated LIBOR Page (as defined below) or a successor reporter of such rates selected by the Calculation Agent and acceptable to the Company, as of 11:00 a.m., London time, on such Interest Determination Date. If no rate appears on the Designated LIBOR Page, LIBOR in respect of such Interest Determination Date will be determined as if the parties had specified the rate described in the following paragraph.

• With respect to an Interest Determination Date relating to a LIBOR Note to which the last sentence of the previous paragraph applies, the Calculation Agent will request the principal London offices of each of four major reference banks (which may include any underwriters or agents for the Notes or their affiliates) in the London interbank market selected by the Calculation Agent after consultation with the Company to provide the Calculation Agent with its offered quotation for deposits in the Index Currency for the period of the Index Maturity as specified on the face of this Note or designated in the applicable pricing supplement commencing on the second London Business Day immediately following such Interest Determination Date to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such Interest Determination Date and in a Principal Amount that is at least U.S. $1,000,000 or the appropriate equivalent in such Index Currency that is representative for a single transaction in such market at such time. If at least two such quotations are provided, LIBOR determined on such Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR determined on such Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m. (or such other time as specified on the face of this Note or designated in the applicable pricing supplement), in the principal financial center of the country of the specified Index Currency, on that Interest Determination Date for loans made in the Index Currency to leading European banks having the Index Maturity as specified on the face of this Note or designated in the applicable pricing supplement commencing on the second London Business Day immediately following such Interest Determination Date and in a Principal Amount that is at least U.S. $1,000,000 or the approximate equivalent in such Index Currency that is representative for a single transaction in such market at such time by three major reference banks (which may include any underwriters or agents for the Notes or their affiliates) in such principal financial center selected by the Calculation Agent after consultation with the Company; provided, however, that if fewer than three reference banks so selected by the Calculation Agent are quoting such rates as mentioned in this sentence, LIBOR with respect to such Interest Determination Date will be the same as LIBOR in effect for the immediately preceding Interest Reset Period (or, if there was no preceding Interest Reset Period, the rate of interest will be the Initial Interest Rate).

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          “Index Currency” means the currency (including currency units and composite currencies) as specified on the face of this Note or designated in the applicable pricing supplement as the currency with respect to which LIBOR will be calculated. If no currency is specified on the face of this Note or the applicable pricing supplement, the index currency will be U.S. dollars.

          “Designated LIBOR Page” means the display on page LIBOR010 (or any other page specified on the face of this Note or in the applicable pricing supplement) of Reuters (or any successor service) for the purpose of displaying the London interbank offered rates of major banks for the applicable index currency (or such other page as may replace that page on that service for the purpose of displaying such rates).

Determination of EURIBOR

          If the Interest Rate Basis specified on the face of this Note is EURIBOR, this Note will bear interest for each Interest Reset Period at an interest rate calculated with reference to EURIBOR and the Spread or Spread Multiplier, if any, specified on the face of this Note.

          The Calculation Agent will determine EURIBOR on each EURIBOR Determination Date. The EURIBOR Determination Date is the second Business Day prior to the Interest Reset Date for each Interest Reset Period.

          On a EURIBOR Determination Date, the Calculation Agent will determine EURIBOR for each Interest Reset Period as follows.

          The Calculation Agent will determine the offered rates for deposits in euros for the period of the Index Maturity as specified on the face of this Note or in the applicable pricing supplement, commencing on the Interest Reset Date, which appears on page EURIBOR01 on Reuters or any successor service as of 11:00 a.m., Brussels time, on that EURIBOR Determination Date.

          If EURIBOR cannot be determined on a EURIBOR Determination Date as described above, then the Calculation Agent will determine EURIBOR as follows:

•	The Calculation Agent will select four major banks in the euro-zone interbank market after consultation with the Company.
•	The Calculation Agent will request that the principal euro-zone offices of those four selected banks provide their offered quotations to prime banks in the euro-zone interbank market at approximately 11:00 a.m., Brussels time, on the EURIBOR Determination Date. These quotations shall be for deposits in euros for the period of the specified Index Maturity, commencing on the Interest Reset Date. Offered quotations must be based on a Principal Amount equal to at least €1,000,000 or the approximate equivalent in U.S. dollars that is representative of a single transaction in such market at that time.
		(1)	If two or more quotations are provided, EURIBOR for the Interest Reset Period will be the arithmetic mean of those quotations.
		(2)	If less than two quotations are provided, the Calculation Agent will select three major banks in the euro-zone after consultation with the Company and follow the steps in the two bullet points below:
•	The Calculation Agent will then determine EURIBOR for the Interest Reset Period as the arithmetic mean of rates quoted by those three major banks in the euro-zone to leading European banks at approximately 11:00 a.m., Brussels time, on the EURIBOR Determination Date. The

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	rates quoted will be for loans in euros, for the period of the specified Index Maturity, commencing on the Interest Reset Date. Rates quoted must be based on a Principal Amount of at least €1,000,000 or the approximate equivalent in U.S. dollars that is representative of a single transaction in such market at that time.
•	If the banks so selected by the Calculation Agent are not quoting rates as described above, EURIBOR for the Interest Reset Period will be the same as for the immediately preceding Interest Reset Period. If there was no preceding Interest Reset Period, the rate of interest will be the Initial Interest Rate.

          “Euro-zone” means the region comprised of member states of the European Union that adopted the Euro as their single currency in accordance with the Treaty establishing the European Community, as amended.

Determination of Prime Rate

          If the Interest Rate Basis specified on the face of this Note is Prime Rate, this Note will bear interest for each Interest Reset Period at an interest rate calculated with reference to the Prime Rate and the Spread or Spread Multiplier, if any, as specified on the face of this Note.

          Unless the Company indicates otherwise in the applicable pricing supplement, the Prime Rate for any Interest Determination Date will be the rate on that date as published in H.15(519) under the heading “Bank Prime Loan.”

          The following procedures will be followed if the Prime Rate cannot be determined as described above:

• If the rate is not published by 3:00 p.m., New York City time, on the Calculation Date, then the Prime Rate will be the rate on that Interest Determination Date as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the heading “Bank Prime Loan.”

• If the rate is not published prior to 3:00 p.m., New York City time, on the Calculation Date in either H.15(519) or the H.15 Daily Update, then the Calculation Agent will determine the Prime Rate to be the arithmetic mean of the rates of interest publicly announced by each bank that appears on Reuters page USPRIME 1 (“Reuters page USPRIME1”) as that bank’s Prime Rate or base lending rate as in effect as of 11:00 a.m., New York City time, for that Interest Determination Date as quoted on Reuters page USPRIME 1 on that Interest Determination Date.

• If fewer than four rates appear on Reuters page USPRIME 1 for that Interest Determination Date, the Calculation Agent will determine the Prime Rate to be the arithmetic mean of the Prime Rates quoted on the basis of the actual number of days in the year divided by 360 as of the close of business on that Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent, after consultation with the Company, from which quotations are requested.

• If the banks so selected by the Calculation Agent are not quoting rates as described above, the Prime Rate with respect to that Interest Determination Date will be the same as the Prime Rate for the immediately preceding Interest Reset Period (of, if there was no preceding Interest Reset Period, the rate of interest will be the Initial Interest Rate).

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Determination of Treasury Rate

          If the Interest Rate Basis specified on the face of this Note is Treasury Rate, this Note will bear interest for each Interest Reset Period at an interest rate calculated with reference to the Treasury Rate and the Spread or Spread Multiplier, if any, specified on the face of this Note.

          Unless the Company indicates otherwise in the applicable pricing supplement, the Treasury Rate for any Interest Determination Date will be the rate applicable to the auction held on such date of direct obligations of the United States (“Treasury bills”) having the Index Maturity as specified on the face of this Note or in the applicable pricing supplement as such rate appears opposite the caption “INVEST RATE” on the display on Reuters (or any successor service) on USAUCTION10 (or any other page as may replace such page) or page USAUCTION11 (or any other page as may replace such page).

          The following procedures will be followed if the Treasury Rate cannot be determined as above:

• If the above rate is not published by 3:00 p.m., New York City time, on the Calculation Date, the Treasury Rate will be the bond equivalent yield (as defined below) of the rate for such Treasury bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the heading “U.S. Government Securities/Treasury Bills/Auction High.”

• In the event that the results of the auction of Treasury bills having the Index Maturity as specified on the face of this Note or designated in the applicable pricing supplement are not published or reported as provided above by 3:00 p.m., New York City time, on such Calculation Date, or if no such auction is held on such Interest Determination Date, then the Calculation Agent will determine the Treasury Rate to be the bond equivalent yield of the auction rate of such Treasury bills as announced by the U.S. Department of the Treasury.

• In the event that the auction rate of Treasury bills having the Index Maturity as specified on the face of this Note or designated in the applicable pricing supplement is not so announced by the U.S. Department of the Treasury, or if no such auction is held, then the Treasury rate will be the bond equivalent yield of the rate on that Interest Determination Date of Treasury bills having the Index Maturity as specified on the face of this Note or designated in the applicable pricing supplement as published in H.15(519) under the heading “U.S. Government Securities/Treasury Bills/Secondary Market” or, if not published by 3:00 p.m., New York City time, on the related Calculation Date, the rate on that Interest Determination Date of such Treasury bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the heading “U.S. Government Securities/Treasury Bills/Secondary Market.”

• In the event such rate is not published by 3:00 p.m., New York City time, on such Calculation Date, then the Calculation Agent will calculate the Treasury rate, which will be a bond equivalent yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on such Interest Determination Date, of three leading primary U.S. government securities dealers selected by the Calculation Agent after consultation with the Company for the issue of Treasury bills with a remaining maturity closest to the Index Maturity as specified on the face of this Note or designated in the applicable pricing supplement.

• If the dealers selected by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the Treasury rate with respect to the Interest Determination Date will be the same as the Treasury rate in effect for the immediately preceding Interest Reset Period (or, if there was no preceding Interest Reset Period, the rate of interest will be the Initial Interest Rate).

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          “Bond Equivalent Yield” means a yield (expressed as a percentage) calculated as follows:

	D x N
Bond Equivalent   =		x      100
	360 - (D x M)

where “D” refers to the applicable annual rate for the Treasury bills quoted on a bank discount basis and expressed as a decimal, “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in the interest period for which interest is being calculated.

Indexed Notes

          If this Note is an indexed note, then certain or all interest payments, in the case of an Indexed Rate Note, and/or the Principal Amount payable at Maturity, in the case of an Indexed Principal Note, is determined by reference to the amount designated on the face of this Note or in the applicable pricing supplement as the face amount of this Note and by reference to the Index as described on the face of this Note or in the applicable pricing supplement. If this Note is an Indexed Rate Note that is also an Indexed Principal Note, the amount of any interest payment will be determined by reference to the face amount described on the face of this Note or in the applicable pricing supplement unless otherwise specified. If this Note is an Indexed Principal Note, the Principal Amount payable at Maturity may be different from the face amount. Principal Amount payable at Stated Maturity will be calculated in the manner set forth in the applicable pricing supplement.

Amortizing Notes

          If this Note is an Amortizing Note, a portion or all the Principal Amount of the Note is payable prior to Stated Maturity in accordance with a schedule, by application of a formula, or by reference to an Index as set forth on the face of this Note or in the applicable pricing supplement.

Redemption and Repayment

          If so specified on the face of this Note or in the applicable pricing supplement, the Company may, at its option, redeem this Note in whole or in part, on the date or dates (each a “Redemption Date”) specified herein, at the price (the “Redemption Price”) (together with interest accrued to such Redemption Date) specified herein. Provisions regarding requirements and procedures for redemption if other than set forth in the Indenture will be set forth in the applicable pricing supplement.

          If so specified on the face of this Note or in the applicable pricing supplement, this Note will be repayable prior to Maturity at the option of the holder on the Repayment Dates shown on the face of this Note or in the applicable pricing supplement at the Repayment Prices shown on the face of this Note or in the applicable pricing supplement, together with interest accrued to the date of repayment. Provisions regarding requirements and procedures for repayment will be set forth in the applicable pricing supplement.

          Unless otherwise specified on the face of this Note or in the applicable pricing supplement, this Note will not be subject to any sinking fund.

          The Company may at any time purchase Notes at any price in the open market or otherwise. Notes so purchased by the Company may, at the discretion of the Company, be held or resold or surrendered to the Trustee for such Notes for cancellation.

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Other Terms

          As specified on the face of this Note or in the applicable pricing supplement, this Note may also have either or both of the following (in each case expressed as a rate per annum on a simple interest basis): (i) a maximum limitation, or ceiling, on the rate at which interest may accrue during any interest period (“Maximum Interest Rate”) and/or (ii) a minimum limitation, or floor, on the rate at which interest may accrue during any interest period (“Minimum Interest Rate”).

          The Indenture contains provisions for defeasance and discharge at the Company’s option of either the entire principal of all the Securities of any series or of certain covenants in the Indenture upon compliance by the Company with certain conditions set forth therein.

          If an Event of Default (as defined in the Indenture) with respect to the Notes, shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the holders of the Notes of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the holders of not less than a majority in aggregate Principal Amount of the Outstanding Securities of each series to be affected thereby. The Indenture also permits, with certain exceptions as therein provided, the holders of not less than a majority in aggregate Principal Amount of outstanding Notes of any series, on behalf of the holders of all the Notes of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences with respect to such series. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued upon the transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

          No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

          As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note is registrable on the Securities Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company to be maintained for that purpose in the Borough of Manhattan, The City of New York, State of New York, or at any other office or agency of the Company maintained for that purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of Authorized Denominations and for the same aggregate Principal Amount, will be issued to the designated transferee or transferees.

          The Notes are issuable in registered form without coupons in denominations of $100,000 and any larger amount that is an integral multiple of $1,000. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate Principal Amount of Notes of a like tenor and of a different authorized denomination, as requested by the holder surrendering the same.

          No service charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the registration of such transfer or exchange, other than certain exchanges not involving any transfer.

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          In case this Note shall at any time become mutilated, destroyed, stolen or lost and this Note or evidence of the loss, theft, or destruction hereof (together with such indemnity and such other documents or proof as may be required by the Company or the Trustee) shall be delivered to the principal corporate trust office of the Trustee, a new Note of like tenor and Principal Amount will be issued by the Company in exchange for, or in lieu of, this Note. All expenses and reasonable charges associated with procuring such indemnity and with the preparation, authentication and delivery of a new Note shall be borne by the holder of this Note.

          Holders of Securities may not enforce their rights pursuant to the Indenture or the Note except as provided in the Indenture.

          Certain terms used in this Note which are defined in the Indenture have the meaning set forth therein.

          This Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

          Prior to the due presentment for the registration of transfer, the Company, the Trustee for the Notes and any agent of the Company or such Trustee may treat the person in whose name this Note is registered as the holder hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, such Trustee nor any such agent shall be affected by notice to the contrary.

15

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT	_________Custodian _________
TEN ENT	-	as tenants by the entireties		(Cust)                              (Minor)
JT TEN	-	as joint tenants with right		Under Uniform Gifts to Minors Act
		of survivorship and not as		__________________________
		tenants in common		(State)

          Additional abbreviations may also be used though not in the above list

16

OPTION TO ELECT REPAYMENT

          The undersigned hereby irrevocably requests and instructs the Company to repay $ ___ Principal Amount of the Note, pursuant to its terms, on the “Repayment Date” first occurring after the date of receipt of the within Note as specified below, together with interest thereon accrued to the date of repayment, to the undersigned at:

(Please Print or Type Name and Address of the Undersigned)

and to issue to the undersigned, pursuant to the terms of the Indenture, a new Note or Notes representing the remaining Principal Amount of this Note.

          For this Option to Elect Repayment to be effective, this Note with the Option to Elect Repayment duly completed must be received by the Company within the relevant time period applicable to the Note at its office or agency, located initially at the office of the Trustee at 101 Barclay Street, New York, New York, 10286, Attention: Corporate Trust Administration.

Dated:
	Note: The signature to this Option to Elect Repayment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

Please Insert Social Security or Other

    Identifying Number of Assignee

Please Print or Type Name and Address Including Zip Code of Assignee

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

______________________________________________________________________________________________________________ attorney

to transfer such Note on the books of American Express Credit Corporation, with full power of substitution in the premises.

Dated:
	Signature
	NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the Note in every particular, without alteration or enlargement or any change whatsoever

17

EX-4.(L)

Exhibit (4)(l)

The Depository Trust Company

A subsidiary of The Depository Trust & Clearing Corporation

MEDIUM-TERM NOTE – MASTER NOTE

(Date of Issuance)

American Express Credit Corporation (“Issuer”), a corporation organized and existing under the laws of the State of Delaware, for value received, hereby promises to pay to Cede & Co. or its registered assigns (i) on each principal payment date, including each amortization date, redemption date, repayment date, maturity date, and extended maturity date as applicable, of each obligation identified on the records of Issuer (which records are maintained by The Bank of New York Mellon (“Paying Agent”)) as being evidenced by this Master Note, the principal amount then due and payable for each such obligation, and (ii) on each interest payment date, if any, the interest then due and payable on the principal amount for each such obligation. Payment shall be made by wire transfer of United States dollars to the registered owner, or in immediately available funds or the equivalent to a party as authorized by the registered owner and in the currency other than United States dollars as provided for in each obligation, by Paying Agent without the necessity of presentation and surrender of this Master Note.

          REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS MASTER NOTE SET FORTH ON THE REVERSE HEREOF.

          This Master Note is a valid and binding obligation of Issuer.

IN WITNESS WHEREOF, Issuer has caused this instrument to be duly executed under its corporate seal.

ATTEST:

		American Express Credit Corporation
(Signature)		(Issuer)
	By:
		(Authorized Signature)
		The Bank of New York Mellon
[Seal]		(Trustee)
	By:
		(Authorized Signature)

(Reverse Side of Note)

This Master note evidences indebtedness of Issuer of a single Series                  InterNotes®                  and Rank
	(Series Designator)

direct, unsecured, senior obligations ranking equally with Issuer’s (the “Debt Obligation”), all other senior unsecured debt
	(Secured/Unsecured /Senior/ Junior/Subordinated/Unsubordinated)

issued or to be issued under and pursuant to an Indenture dated as of June 9, 2006, as amended (the “Indenture”), duly executed and delivered by Issuer to The Bank of New York Mellon, as trustee (“Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, duties, and immunities thereunder of Trustee and the rights thereunder of the holders of the Debt Obligations. As provided in the Indenture, the Debt Obligations may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption and repayment provisions, if any, may be subject to different sinking, purchase, or analogous funds, if any, may be subject to different covenants and events of default, and may otherwise vary as in the Indenture provided or permitted. The Debt Obligations aggregated with any other indebtedness of Issuer of this Series are limited (except, as provided in the Indenture) to the principal amount of $ unlimited designated as InterNotes® of Issuer Due 9 months or more From Date of Issue.

          No reference herein to the Indenture and no provision of this Master Note or of the Indenture shall alter or impair the obligation of Issuer, which is absolute and unconditional to pay the principal of, premium, if any, and interest, if any, on each Debt Obligation at the times, places, and rates, and in the coin or currency, identified on the records of Issuer.

          At the request of the registered owner, Issuer shall promptly issue and deliver one or more separate note certificates evidencing each Debt Obligation evidenced by this Master Note. As of the date any such note certificate or certificates are issued, the Debt Obligations which are evidenced thereby shall no longer be evidenced by this Master Note.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto

___________________________________________________________________________________________

(Name, Address, and Taxpayer Identification Number of Assignee)

the Master Note and all rights thereunder, hereby irrevocably constituting and appointing _____________________ attorney to transfer said Master Note on the books of Issuer with full power of substitution in the premises.

Dated:
	(Signature)
Signature(s) Guaranteed:	NOTICE: The signature on this assignment must correspond with the name as written upon the face of this Master Note, in every particular, without alteration or enlargement or any change whatsoever.

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

AMERICAN EXPRESS CREDIT CORPORATION

RIDER TO MASTER NOTE DATED        , 20

AMERICAN EXPRESS CREDIT CORPORATION INTERNOTES^®

                    This rider forms a part of and is incorporated into the Master Note dated     , 20   of American Express Credit Corporation (the “Company”) registered in the name of Cede & Co., or its registered assigns, evidencing the Company’s InterNotes^® (the “Notes”).

                    REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF SUCH MASTER NOTE (TOGETHER WITH THIS RIDER HEREIN REFERRED TO AS THIS “MASTER NOTE”) SET FORTH IN THE RECORDS OF THE COMPANY MAINTAINED BY THE TRUSTEE, WHICH RECORDS CONSIST OF THE PRICING SUPPLEMENT(S) TO THE PROSPECTUS SUPPLEMENT DATED JUNE 18, 2012 AND PROSPECTUS DATED JUNE 18, 2012 RELATING TO EACH ISSUANCE OF NOTES, AS FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN.

                    THIS MASTER NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

InterNotes® is a registered servicemark of Incapital Holdings LLC

1

OPTION TO ELECT REPAYMENT

          The undersigned hereby irrevocably requests and instructs the Company to repay $_____________ principal amount of the Notes, pursuant to their terms, at a price equal to 100% of the principal amount to be repaid, together with interest to the date fixed for repayment, to the undersigned at:

(Please Print or Type Name and Address of the Undersigned)

and to issue to the undersigned, pursuant to the terms of the Indenture, new Notes representing the remaining principal amount of Notes not repaid.

          For this Option to Elect Repayment to be effective, the Option to Elect Repayment duly completed must be received by the Paying Agent in the Borough of Manhattan, the City and State of New York, located initially at 101 Barclay Street - Floor 8W, New York, NY 10286, at least 30 days but not more than 60 days prior to the date fixed for repayment.

          If less than the entire principal amount of Notes is to be repaid, specify the portion thereof (which shall be increments of U.S.$1,000 provided that any remaining principal hereof shall be at least U.S.$1,000) which the Holder elects to have repaid and specify the denomination or denominations (which shall be at least U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof) of the Notes to be issued to the Holder for the portion of the Notes not being repaid (in the absence of any such specification, the Notes will be issued for the portion not being repaid):

Dated: _______________________

[Signature page follows]

2

Signature:

Note: The signature to this Option to Elect Repayment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.

[Signature Page to the Master Global Note]

EX-5

Exhibit 5

June 18, 2012

Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549

Ladies and Gentlemen:

          I am Counsel of American Express Credit Corporation, a Delaware corporation (the “Company”). I have represented the Company in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of a Registration Statement on Form S-3 (the “Registration Statement”) relating to the offering from time to time, together or separately and in one or more series (if applicable) of the Company’s Debt Securities (the “Debt Securities”) and Warrants to Purchase Debt Securities (the “Warrants” and, together with the Debt Securities, the “Securities”).

          The Securities being registered under the Registration Statement will have an indeterminate aggregate initial offering price and will be offered on a continuous or delayed basis pursuant to the provisions of Rule 415 under the Securities Act.

          The Debt Securities are to be issued pursuant to an indenture, dated as of June 9, 2006, between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, (as amended or further supplemented from time to time, the “Indenture”).

          The Warrants are to be issued from time to time under one or more warrant agreements (each such warrant agreement, a “Warrant Agreement”) to be entered into between the Company and the warrant agent to be named therein.

          I or members of my staff have examined the originals, or copies certified or otherwise identified to our satisfaction, of such corporate records and documents relating to the Company and have made such other inquiries of law and fact as we have deemed necessary or relevant as the basis of my opinion hereinafter expressed. In such examination, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, I have assumed the due authorization, execution, delivery and, where appropriate, authentication of the documents by all parties thereto other than the Company.

          I am admitted to the practice of law only in the State of New York and do not purport to be expert in the laws of any jurisdictions other than the federal law of the United States of America, the law of the State of New York and the United States and the General Corporation Law of the State of Delaware insofar as the General Corporation Law of the State of Delaware bears on the matters covered hereby.

          Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is my opinion that:

          1. The Debt Securities to be issued under the Indenture, when issued and sold by the Company in the manner contemplated in the Registration Statement and upon due execution and delivery of the Debt Securities in accordance with the terms of the Indenture, will be the valid, binding and enforceable obligations of the Company, entitled to the benefits of the Indenture.

          2. The Warrants to be issued under the Warrant Agreements, when issued and sold by the Company in the manner contemplated in the Registration Statement and upon due execution and delivery of the Warrants, will be the valid, binding and enforceable obligations of the Company.

          Insofar as the foregoing opinions relate to the validity, binding effect or enforceability of any agreement or obligation of the Company, (a) I have assumed that each other party to such agreement or obligation has satisfied or, prior to the issuance of the Securities, will satisfy, those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Company regarding matters of the federal law of the United States of America, the law of the State of New York or the General Corporation Law of the State of Delaware that in my experience normally would be applicable to general business entities with respect to such agreement or obligation), and (b) such opinions are subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity.

          In rendering the opinions expressed above, I have further assumed that (i) the Company will authorize the offering and issuance of the Securities and will duly authorize, approve and establish the final terms and conditions thereof, which terms will conform to the descriptions thereof in the Registration Statement and will not violate any applicable law, result in a default under or breach of any agreement or instrument binding upon the Company or violate any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; (ii) the Company will duly authorize, execute and deliver the applicable Warrant Agreement and any other agreement necessary with respect to the Securities or contemplated by such Securities, the applicable Warrant Agreement, the Indenture or the Registration Statement and will take any other appropriate additional corporate action; (iii) the Securities will be offered, issued, sold and delivered in compliance with applicable law and any requirements therefor set forth in any corporate action authorizing such Securities and in the manner contemplated by the Registration Statement; (iv) the Securities will be offered, sold and delivered to, and paid for by, the purchasers thereof at the price specified in, and in accordance with the terms of, an agreement or agreements duly authorized, executed and delivered by the parties thereto; and (v) certificates, if required, representing the Securities will be duly executed and delivered and, to the extent required by any applicable agreement, duly authenticated and countersigned.

          My opinion in paragraph 1 above with respect to any Debt Security having a principal amount of less than $2,500,000 is subject to the effective rate of interest payable by the Company under such Debt Security being not in excess of 25%.

          I note that by statute New York provides that a judgment or decree rendered in a currency other than the currency of the United States shall be converted into U.S. dollars at the rate of exchange prevailing on the date of entry of the judgment or decree. There is no corresponding Federal statute and no controlling Federal court decision on this issue. Accordingly, I express no

opinion as to whether a Federal court would award a judgment in a currency other than U.S. dollars or, if it did so, whether it would order conversion of the judgment into U.S. dollars.

          I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the caption “Legal Matters” in any prospectus supplement relating to the Registration Statement. In giving this consent, I do not thereby admit that I am an expert with respect to any part of the Registration Statement, including this exhibit, within the meaning of the term “expert” as used in the Securities Act and the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ David S. Carroll

David S. Carroll

Counsel

EX-23.(B)

EXHIBIT 23(b)

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3, of our report dated March 15, 2012 relating to the financial statements, which appears in American Express Credit Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

New York, New York

June 18, 2012

EX-25.(A)

Exhibit 25(a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2)         o

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York (Jurisdiction of incorporation if not a U.S. national bank)	13-5160382 (I.R.S. employer identification no.)
One Wall Street, New York, N.Y. (Address of principal executive offices)	10286 (Zip code)

American Express Credit Corporation
(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	11-1988350 (I.R.S. employer identification no.)
World Financial Center 200 Vesey Street New York, New York (Address of principal executive offices)	10285 (Zip code)

Debt Securities
(Title of the indenture securities)

1.	General information. Furnish the following information as to the Trustee:
	(a)	Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, N.Y. 10005

(b) Whether it is authorized to exercise corporate trust powers.

          Yes.

2.       Affiliations with Obligor.

          If the obligor is an affiliate of the trustee, describe each such affiliation.

          None.

16.	List of Exhibits.
	Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).
	1.	A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
	4.	A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).

- 2 -

6.	The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -

SIGNATURE

          Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 5th day of June, 2012.

THE BANK OF NEW YORK MELLON
By:	/s/ Timothy W. Casey
	Name:  Timothy W. Casey
	Title:    Vice President

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EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2012, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

ASSETS	Dollar Amounts In Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,021,000
Interest-bearing balances		88,872,000
Securities:
Held-to-maturity securities		4,819,000
Available-for-sale securities		79,781,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		11,000
Securities purchased under agreements to resell		719,000
Loans and lease financing receivables:
Loans and leases held for sale		9,000
Loans and leases, net of unearned income		25,163,000
LESS: Allowance for loan and lease losses		342,000
Loans and leases, net of unearned income and allowance		24,821,000
Trading assets		4,149,000
Premises and fixed assets (including capitalized leases)		1,243,000
Other real estate owned		13,000
Investments in unconsolidated subsidiaries and associated companies		996,000
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		6,449,000
Other intangible assets		1,575,000
Other assets		13,237,000
Total assets		229,715,000

LIABILITIES
Deposits:
In domestic offices	94,919,000
Noninterest-bearing	60,836,000
Interest-bearing	34,083,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs	92,686,000
Noninterest-bearing	3,607,000
Interest-bearing	89,079,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices	2,367,000
Securities sold under agreements to repurchase	1,171,000
Trading liabilities	5,723,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)	3,138,000
Not applicable
Not applicable
Subordinated notes and debentures	3,505,000
Other liabilities	7,275,000
Total liabilities	210,784,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,135,000
Surplus (exclude all surplus related to preferred stock)	9,658,000
Retained earnings	8,773,000
Accumulated other comprehensive income	-985,000
Other equity capital components	0
Total bank equity capital	18,581,000
Noncontrolling (minority) interests in consolidated subsidiaries	350,000
Total equity capital	18,931,000
Total liabilities and equity capital	229,715,000

          I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,
Chief Financial Officer

          We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell Catherine A. Rein Michael J. Kowalski
	Directors