Obligation AmeriExpress 5.375% ( XS0455318567 ) en GBP

AmeriExpress

100 % ▼

Etas-Unis

XS0455318567 ( en GBP )

5.375% par an ( paiement annuel )

01/10/2014 - Obligation échue

Prospectus brochure de l'obligation American Express XS0455318567 en GBP 5.375%, échue

50 000 GBP

750 000 000 GBP

American Express est une société de services financiers multinationale offrant des cartes de crédit, des services de paiement, des prêts et d'autres produits financiers à des particuliers et des entreprises à travers le monde.

L'Obligation émise par AmeriExpress ( Etas-Unis ) , en GBP, avec le code ISIN XS0455318567, paye un coupon de 5.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 01/10/2014

BASE PROSPECTUS

American Express Travel Related Services Company, Inc.
(Incorporated in the State of New York, United States of America)
American Express Credit Corporation
(Incorporated in the State of Delaware, United States of America)
American Express Overseas Credit Corporation Limited
(Incorporated as a limited liability company under the laws of the Island of Jersey)
American Express Centurion Bank
(Incorporated in the State of Utah, United States of America)
U.S.$50,000,000,000 Program for the Issuance of Debt Instruments
This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur
Financier (the "CSSF"), in its capacity as competent authority for the purposes of the Luxembourg loi relative aux
prospectus pour valeurs mobilières of July 10, 2005, and application has been made for debt instruments (the
"Instruments") issued under the program (the "Program") described in this Base Prospectus to be admitted to
trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the
Luxembourg Stock Exchange during the period of twelve months from the date of this document. Instruments
may also be issued under the Program which are admitted to trading or listed on a stock exchange other than the
regulated market of the Luxembourg Stock Exchange or which are unlisted.
The Instruments have not been, and will not be, registered under the United States Securities Act of 1933,
as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of
the United States. The Instruments will be issued only in bearer form and are subject to United States tax law
requirements. Subject to certain exceptions, Instruments may not be offered, sold or delivered within the United
States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act
("Regulation S")) or United States persons (as defined in the U.S. Internal Revenue Code of 1986, as amended
(the "Code") and the U.S. Treasury regulations thereunder).
The Instruments generally may be redeemed at any time in whole at par plus accrued interest if certain
events occur involving United States withholding taxes or information reporting requirements, as described in
"Terms and Conditions of the Instruments--Redemption and Purchase--Early Redemption for Tax Reasons."

Arranger for the Program
The Royal Bank of Scotland
Dealers

Barclays Capital
BofA Merrill Lynch
BNP PARIBAS
Citi
Credit Suisse
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
Mitsubishi UFJ Securities International plc
Mizuho International plc
National Australia Bank Limited
RBC Capital Markets
The Royal Bank of Scotland
UBS Investment Bank
Westpac Banking Corporation
The date of this Base Prospectus is July 29, 2009.

IMPORTANT NOTICES
Each of American Express Travel Related Services Company, Inc. ("TRS"), American Express Credit
Corporation ("Credco"), American Express Overseas Credit Corporation Limited ("AEOCC") and American
Express Centurion Bank ("AECB") (each an "Issuer" and together the "Issuers") accepts responsibility for the
information contained in this Base Prospectus. To the best of the knowledge and belief of the Issuers (having
taken all reasonable care to ensure that such is the case), the information contained in this Base Prospectus is in
accordance with the facts and contains no omission likely to affect its import.
Various forward-looking statements are made in this Base Prospectus, which generally include the words
"believe", "expect", "anticipate", "optimistic", "plan", "intend" "aim", "will", "should", "could", "likely" and
similar expressions. Certain factors that may cause actual results to differ materially from these forward-looking
statements, including American Express Company's ("American Express") goals referred to herein, are discussed
on page 136.
This document constitutes four base prospectuses each in respect of non-equity securities within the
meaning of Art. 22 No 6 (4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004 ("Non-equity
Securities"): (i) the base prospectus of TRS, (ii) the base prospectus of Credco, (iii) the base prospectus of
AEOCC and (iv) the base prospectus of AECB (together the "Base Prospectus").
This Base Prospectus should be read and construed with any supplement thereto and with any other
documents incorporated by reference and, in relation to any Series (as defined herein) of Instruments, should be
read and construed together with the relevant Final Terms (as defined herein).
The Issuers each confirm that the information contained in this Base Prospectus with respect to such
Issuer and the Instruments is true, accurate and complete in all material respects and is not misleading; that the
opinions and intentions expressed therein relating to such Issuer are honestly held and based on reasonable
assumptions; that there are no other facts in relation to the information contained or incorporated by reference in
this Base Prospectus the omission of which would, in the context of the Program or the issue of the Instruments,
make any statement therein or opinions or intentions expressed therein misleading in any material respect; and that
all reasonable enquiries have been made to verify the foregoing. The Issuers have further confirmed to the Dealers
that this Base Prospectus (together with any relevant Final Terms) contains all such information as may be
required by all applicable laws, rules and regulations.
No person has been authorized by any of the Issuers to give any information or to make any
representation not contained in or not consistent with this Base Prospectus or any other document entered into in
relation to the Program or any information supplied by any of the Issuers or such other information as is in the
public domain and, if given or made, such information or representation should not be relied upon as having been
authorized by any of the Issuers or any Dealer.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and
neither the Dealers nor any of their respective affiliates make any representation or warranty or accept any
responsibility, as to the accuracy or completeness of the information contained in this Base Prospectus.
Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any
Instrument shall, in any circumstances, create any implication that the information contained in this Base
Prospectus is true subsequent to the date thereof or the date upon which this Base Prospectus has been most
recently amended or supplemented or that there has been no adverse change in the financial situation of any of the
Issuers since the date thereof or, as the case may be, the date upon which this Base Prospectus has been most
recently amended or supplemented or the balance sheet date of the most recent relevant financial statements which
are deemed to be incorporated into this Base Prospectus by reference or that any other information supplied in
connection with the Program is correct at any time subsequent to the date on which it is supplied or, if different,
the date indicated in the document containing the same.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the
Instruments in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus
or any Final Terms comes are required by the Issuers and the Dealers to inform themselves about and to observe
any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Instruments and on
the distribution of this Base Prospectus and/or any Final Terms and other offering material relating to the

2

Instruments, see "Subscription and Sale." Neither this Base Prospectus nor any Final Terms may be used for
the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not
authorized or to any person to whom it is unlawful to make such an offer or solicitation.
The Instruments have not been, and will not be, registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the United States, and include Instruments in bearer form
that are subject to United States tax law requirements. The Instruments may not be offered, sold or delivered
within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S) except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act. Subject to certain exceptions, Instruments may not be offered, sold or delivered within the United States or to
United States persons, as these terms are defined by the Code and by U.S. Treasury regulations thereunder.
This Base Prospectus is only being distributed to and is only directed at (i) persons who are outside the
United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other
persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons
together being referred to as "relevant persons"). The Instruments will only be available to, any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such Instruments will be engaged in only with, relevant
persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
purchase any Instruments and should not be considered as a recommendation by any of the Issuers, the Dealers or
any of them that any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase any
Instruments. Each recipient of this Base Prospectus or any Final Terms shall be taken to have made its own
investigation and appraisal of the condition (financial or otherwise) of the Issuers.
The maximum aggregate principal amount of Instruments outstanding and guaranteed at any one time
under the Program will not exceed U.S.$50,000,000,000 (and for this purpose, any Instruments denominated in
another currency shall be translated into U.S. dollars at the date of the agreement to issue such Instruments
(calculated in accordance with the provisions of the Dealership Agreement)). The maximum aggregate principal
amount of Instruments which may be outstanding and guaranteed at any one time under the Program may be
increased from time to time, subject to compliance with the relevant provisions of the Dealership Agreement (as
defined under "Subscription and Sale").
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below
may apply, any offer of Instruments in any Member State of the European Economic Area which has implemented
the Prospectus Directive (2003/71/EC) (each, a "Relevant Member State") will be made pursuant to an exemption
under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of Instruments. Accordingly any person making or intending to make an offer in that
Relevant Member State of Instruments which are the subject of an offering or placement contemplated in this
Base Prospectus as completed by Final Terms in relation to the offer of those Instruments may only do so (i) in
circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article
3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in
each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by the competent
authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and
notified to the competent authority in that Relevant Member State and (in either case) published, all in accordance
with the Prospectus Directive, provided that any such prospectus has subsequently been completed by Final Terms
which specifies that offers may be made other than pursuant to Article 3(2) of the Prospectus Directive in that
Relevant Member State and such offer is made in the period beginning and ending on the dates specified for such
purpose in such prospectus or final terms, as applicable. Except to the extent sub-paragraph (ii) above may apply,
neither the Issuer nor any Dealer have authorised, nor do they authorise, the making of any offer of Instruments in
circumstances in which an obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for
such offer.
All references in this Base Prospectus to "U.S.$," "$," "U.S. dollars", "United States dollars" or "USD"
are to the lawful currency of the United States of America and references to the "U.S." are to the United States of
America. All references in this Base Prospectus to "Canadian $," "C$," "Canadian dollars" or "CAD" are to the
lawful currency of Canada. All references in this Base Prospectus to "Euro," "euro", "" and "EUR" each means
the lawful currency of the member states of the European Union (a "Member State" or "Member States") that

3

adopt the single currency in accordance with the Treaty establishing the European Community (as amended, the
"Treaty").
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE (AS DEFINED HEREIN) OF
INSTRUMENTS UNDER THE PROGRAM, THE DEALER OR DEALERS (IF ANY) NAMED AS
STABILIZING MANAGER(S) (OR ANY PERSON ACTING ON BEHALF OF ANY STABILIZING
MANAGER(S)) IN THE RELEVANT FINAL TERMS MAY OVER-ALLOT INSTRUMENTS OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE INSTRUMENTS OF
THE SERIES OF WHICH SUCH TRANCHE FORMS PART AT A LEVEL HIGHER THAN THAT WHICH
MIGHT OTHERWISE PREVAIL FOR A LIMITED PERIOD. HOWEVER, THERE IS NO ASSURANCE
THAT THE STABILIZING MANAGER(S) (OR ANY PERSON ACTING ON BEHALF OF THE
STABILIZING MANAGER(S)) WILL UNDERTAKE STABILZING ACTION. SUCH STABILIZING
ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE DISCLOSURE OF THE
TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF INSTRUMENTS IS MADE AND, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND MUST END NO LATER THAN THE
EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF INSTRUMENTS
AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF
INSTRUMENTS. SUCH STABILIZING ACTION SHALL BE IN COMPLIANCE WITH ALL APPLICABLE
LAWS, REGULATIONS AND RULES.

4

TABLE OF CONTENTS

Page
IMPORTANT NOTICES ............................................................................................................................
2
SUMMARY OF THE PROGRAM .............................................................................................................
6
RISK FACTORS .........................................................................................................................................
11
DOCUMENTS INCORPORATED BY REFERENCE ..............................................................................
27
GENERAL DESCRIPTION OF THE PROGRAM ....................................................................................
31
TERMS AND CONDITIONS OF THE INSTRUMENTS .........................................................................
32
FORM OF FINAL TERMS.........................................................................................................................
59
USE OF PROCEEDS ..................................................................................................................................
72
AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.........................................
73
Directors and Officers of TRS ..............................................................................................................
110
Selected Financial Information of TRS ................................................................................................
111
AMERICAN EXPRESS CREDIT CORPORATION .................................................................................
113
Directors and Officers of Credco..........................................................................................................
116
Selected Financial Information of Credco ............................................................................................
117
AMERICAN EXPRESS OVERSEAS CREDIT CORPORATION LIMITED ..........................................
119
Directors and Officers of AEOCC........................................................................................................
121
Selected Financial Information of AEOCC ..........................................................................................
122
AMERICAN EXPRESS CENTURION BANK..........................................................................................
124
Directors and Officers of AECB...........................................................................................................
133
Selected Financial Information of AECB .............................................................................................
134
FORWARD-LOOKING STATEMENTS...................................................................................................
136
UNITED STATES TAXATION .................................................................................................................
137
JERSEY TAXATION .................................................................................................................................
139
LUXEMBOURG TAXATION ...................................................................................................................
140
EU SAVINGS TAX DIRECTIVE ..............................................................................................................
141
SUBSCRIPTION AND SALE ....................................................................................................................
142
GENERAL INFORMATION......................................................................................................................
149

5

SUMMARY OF THE PROGRAM
This summary must be read as an introduction to this Base Prospectus and any decision to invest in the
Instruments should be based on a consideration of this Base Prospectus as a whole, including the documents
incorporated by reference. Following the implementation of the relevant provisions of the Prospectus Directive
(Directive 2003/71/EC) in each Member State of the European Economic Area no civil liability will attach to any
of the Issuers in any such Member State solely on the basis of this summary, including any translation thereof,
unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Base Prospectus.
Where a claim relating to the information contained in this Base Prospectus is brought before a court in a
Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member
State where the claim is brought, be required to bear the costs of translating this Base Prospectus before the legal
proceedings are initiated.
The following summary does not purport to be complete and is qualified in its entirety by the remainder
of this Base Prospectus. Words and expressions defined in the "Terms and Conditions of the Instruments" below
or elsewhere in this Base Prospectus have the same meanings in this summary.
1 Key Information about the Instruments

Issuers:
American Express Travel Related Services Company, Inc. ("TRS"), American
Express Credit Corporation ("Credco"), American Express Overseas Credit
Corporation Limited ("AEOCC") and American Express Centurion Bank
("AECB") (each an "Issuer" and together the "Issuers").

Arranger:
The Royal Bank of Scotland plc

Dealers:
Barclays Bank PLC, BNP PARIBAS, Citigroup Global Markets Limited, Credit
Suisse Securities (Europe) Limited, Deutsche Bank AG, London Branch, HSBC
Bank plc, Goldman Sachs International, J.P. Morgan Securities Ltd, , Merrill
Lynch International, National Australia Bank Limited ABN 12 004 044 937,
Mitsubishi UFJ Securities International plc, Mizuho International plc, Royal Bank
of Canada Europe Limited, The Royal Bank of Scotland plc, UBS Limited,
Westpac Banking Corporation ABN 33 007 457 141 and any other dealer
appointed from time to time by the Issuers either generally in respect of the
Program or in relation to a particular Tranche (as defined below) of Instruments.

Program Amount:
Up to U.S.$50,000,000,000 (or its equivalent in other currencies) aggregate
principal amount of Instruments outstanding at any one time.
Pursuant to the Control of Borrowing (Jersey) Order 1958 and the consent issued to
AEOCC thereunder dated 27 November 1996, AEOCC may not have outstanding
Instruments in an aggregate amount exceeding U.S. $1,000,000,000.
The Program Amount may be increased from time to time.

Fiscal Agent:
Deutsche Bank AG, London Branch

Luxembourg Listing

Agent:
Deutsche Bank Luxembourg S.A.

Status of Instruments:
Instruments will be issued on an unsubordinated or subordinated basis, as specified
in the relevant Final Terms. The Instruments are unsecured and uninsured
indebtedness for borrowed money of the relevant Issuer. Unsubordinated
Instruments will rank pari passu in right of payment with all other unsecured and
unsubordinated obligations of the relevant Issuer, subject to preferences provided
by law.

Maturities:
Any maturity up to thirty years, subject, in relation to specific currencies, to
compliance with all applicable legal and/or regulatory and/or central bank
requirements. Where Instruments have a maturity of less than one year and either
(a) the issue proceeds are received by an Issuer in the United Kingdom or (b) the
activity of issuing the Instruments is carried on from an establishment maintained

6

by an Issuer in the United Kingdom, such Instruments must: (i) have a minimum
redemption value of £100,000 (or its equivalent in other currencies) and be issued
only to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes of
their businesses or who it is reasonable to expect will acquire, hold, manage or
dispose of investments (as principal or agent) for the purposes of their businesses;
or (ii) be issued in other circumstances which do not constitute a contravention of
section 19 of the FSMA by the relevant Issuer.

Currencies:
Instruments may be denominated in any currency or currencies subject to
compliance with all applicable legal and/or regulatory and/or central bank
requirements. Payments in respect of Instruments may, subject to compliance as
aforesaid, be made in and/ or linked to, any currency or currencies other than the
currency in which such Instruments are denominated.

Commercial terms of the The commercial terms and conditions of each Series of Instruments will be set out
Instruments (price,
in the applicable Final Terms.
amount, interest rate,
etc.):

Denominations:
Instruments with a maturity of 183 days or less will have a minimum denomination
of U.S.$500,000 (or its equivalent in another currency).
No Instruments may be issued under the Program which (a) have a minimum
denomination of less than EUR1,000 (or nearly equivalent in another currency), or
(b) carry the right to acquire shares (or transferable securities equivalent to shares)
issued by the relevant Issuer or by any entity to whose group the relevant Issuer
belongs. Subject thereto, Instruments will be issued in such denominations as may
be specified in the relevant Final Terms, subject to compliance with all applicable
legal and/or regulatory and/or central bank requirements.

Use of Proceeds:
The net proceeds of the issue of each Tranche of Instruments will be applied by the
relevant Issuer to meet part of its general financing requirements.

Issuance in Series:
Instruments will be issued in Series (each, a "Series"). Each Series may comprise
one or more tranches (each, a "Tranche") issued on different issue dates. The
Instruments of each Series will all be subject to identical terms, except that the
issue date and the amount of the first payment of interest may be different in
respect of different Tranches. The Instruments of each Tranche will be subject to
identical terms in all respects save that a Tranche may comprise Instruments of
different denominations.

Form of Instruments:
Instruments may only be issued in bearer form. Each Tranche of Instruments will
initially be in the form of either a Temporary Global Instrument or a Permanent
Global Instrument, in each case as specified in the relevant Final Terms. Each
Global Instrument which is not intended to be issued in new global note form (a
"Classic Global Instrument" or "CGI"), as specified in the relevant Final Terms,
will be deposited on or around the relevant issue date with a depositary or a
common depositary for Euroclear Bank SA/NV ("Euroclear") and/or Clearstream
Banking, société anonyme ("Clearstream, Luxembourg") and/or any other relevant
clearing system and each Global Instrument which is intended to be issued in new
global note form (a "New Global Instrument" or "NGI"), as specified in the
relevant Final Terms, will be deposited on or around the relevant issue date with a
common safekeeper for Euroclear and/or Clearstream, Luxembourg. Each
Temporary Global Instrument will be exchangeable for a Permanent Global
Instrument or, if so specified in the relevant Final Terms, for Definitive

7

Instruments in accordance with its terms. Each Permanent Global Instrument will
be exchangeable for Definitive Instruments in accordance with its terms. Definitive
Instruments will, if interest-bearing, have Coupons attached and, if appropriate, a
talon ("Talon") for further Coupons or have a grid for recording the payment of
interest endorsed thereon and will, if the principal thereof is repayable by
instalments, have a grid for recording the payment of principal endorsed thereon or,
if so specified in the Final Terms, have Receipts attached.

Negative Pledge:
The Unsubordinated Instruments will have the benefit of a negative pledge as
described in "Terms and Conditions of the Instruments--Negative Pledge." The
terms and conditions of the Subordinated Instruments will not have the benefit of a
negative pledge provision.

Cross Default:
The terms and conditions of the Unsubordinated Instruments will contain a cross
default provision as described in "Terms and Conditions of the Instruments--
Events of Default." The terms and conditions of the Subordinated Instruments will
not have the benefit of a cross default provision.

Redemption:
Instruments may be redeemable at par or at such other Redemption Amount
(detailed in a formula or otherwise) as may be specified in the relevant Final
Terms.

Optional Redemption:
Instruments may be redeemed before their stated maturity at the option of the
Issuer (either in whole or in part) and/or the Holders to the extent (if at all)
specified in the relevant Final Terms.

Tax Redemption:
Except as described in "Optional Redemption" above, early redemption will only
be permitted for tax reasons as described in Condition 6.02.

Interest:
Instruments may be interest-bearing or non-interest bearing. Interest (if any) may
accrue at a fixed rate or a floating rate or other variable rate or be index-linked and
the method of calculating interest may vary between the issue date and the maturity
date of the relevant Series.

Taxation:
Payments in respect of Instruments will be made without withholding or deduction
for, or on account of, any present or future taxes, duties, assessments or
governmental charges of whatever nature imposed or levied by or on behalf of the
United States of America or, in the case of AEOCC, the Island of Jersey or, in
either case, any political subdivision thereof or any authority or agency therein or
thereof having power to tax, unless the withholding or deduction of such taxes,
duties, assessments or governmental charges is required by law. In that event, the
relevant Issuer will (subject to exceptions described hereinafter and to the right of
redemption described hereinafter) pay such additional amounts as will result in the
holders of Instruments or Coupons receiving such amounts as they would have
received in respect of such Instruments or Coupons had no such withholding or
deduction been required.

Listing and admission to
trading:
Each Series may be admitted to trading on the regulated market of the Luxembourg
Stock Exchange and/or admitted to listing, trading and/or quotation by any other
listing authority, stock exchange and/ or quotation system as may be agreed
between the relevant Issuer and the relevant Dealer and specified in the relevant
Final Terms or may be unlisted.

8

Enforcement of
In the case of Instruments in global form, individual investor's rights will be
Instruments in global
governed by the Amended and Restated Issue and Paying Agency Agreement, a
form:
copy of which will be available for inspection at the specified office of the Fiscal
Agent.

Clearing Systems:
Euroclear and/or Clearstream, Luxembourg and/or any other clearing system as
may be specified in the relevant Final Terms.

Terms and Conditions:
Final Terms will be prepared in respect of each Tranche of Instruments a copy of
which will, in the case of Instruments to be admitted to trading on the regulated
market of the Luxembourg Stock Exchange, be delivered to the regulated market of
the Luxembourg Stock Exchange on or before the date of issue of such
Instruments. The terms and conditions applicable to each Tranche will be those set
out herein under "Terms and Conditions of the Instruments" as supplemented,
modified or replaced by the relevant Final Terms.

Selling Restrictions:
For a description of certain restrictions on offers, sales and deliveries of
Instruments and on the distribution of offering material in the United States, the
European Economic Area, the United Kingdom, Jersey, Japan, The Netherlands,
Italy, Hong Kong and Singapore, see "Subscription and Sale".

Governing Law:
New York law.
2 Key information about the Issuers
A American Express Travel Related Services Company, Inc.
TRS was incorporated in New York on May 3, 1982, with perpetual existence. Its corporate purposes
include engaging in all aspects of the credit and charge card business, issuance and sale of travelers cheques and
all other kinds of money and credit transfer activities, all kinds of travel service activities, borrowing, lending and
investing funds. TRS is a wholly-owned subsidiary of American Express, which is a leading global payments,
network and travel company.
B American Express Credit Corporation
Credco was incorporated in Delaware on January 15, 1962, with perpetual existence. On January 1, 1983,
Credco became a wholly-owned subsidiary of TRS. Its corporate purposes include engaging generally in the credit
and charge card business, sales finance business, lending and extending credit, and buying and selling receivables.
C American Express Overseas Credit Corporation Limited
AEOCC was incorporated in the Island of Jersey on February 22, 1982, with perpetual existence.
AEOCC is a wholly-owned subsidiary of Credco. Its corporate purpose is to engage in any activity permitted by
law. AEOCC and its subsidiaries are organized to engage primarily in the business of financing receivables arising
from the use of American Express Cards issued by TRS and certain of its subsidiaries and associates.
D American Express Centurion Bank
AECB was incorporated under Utah law as an industrial loan company (now legally referred to as an
"industrial bank") on June 25, 1987, with perpetual existence and purpose to engage in any lawful business, and
received Federal Deposit Insurance Corporation ("FDIC") insurance in 1989. AECB is a wholly-owned subsidiary
of TRS. In addition to earning finance charge revenues, AECB also receives revenue from Cardmember fees, and
discount revenue from service establishments.

9

3 Risk Factors
Investing in Instruments issued under the Program involves certain risks. The principal risk factors that
may affect the abilities of the Issuers to fulfill their respective obligations under the Instruments are discussed
under "Risk Factors" below and include (but are not limited to):
A Risk factors related to the Issuers
Difficult conditions in the global capital markets and economy generally, as well as political
conditions in the United States and elsewhere, may materially adversely affect the Issuers' business
and results of operations.
Adverse capital and credit market conditions may significantly affect the Issuers' ability to meet
liquidity needs, access to capital and cost of capital.
The Issuers' can be adversely affected by the impairment of other financial institutions.
Any reduction in the Issuers' credit ratings could increase the cost of their funding from, and restrict
their access to, the capital markets and have a material adverse effect on their results of operations
and financial condition.
Adverse currency fluctuations and foreign exchange controls could decrease revenue the Issuers'
receive from their international operations.
TRS' business, financial condition and results of operations could be adversely affected by new
regulations to which TRS is subject as a result of becoming a bank holding company.
Certain rules adopted by U.S. federal bank regulators could have a material adverse affect on TRS
and AECB results of operations.
Banks, card issuers and card network operators generally are the subject of increasing global
regulatory focus, which may impose costly new compliance burdens on the Issuers and lead to
decreased transaction volumes and revenues through their network.
If the Issuers' are not able to protect their intellectual property, and invest successfully in, and
compete at the leading edge of, technological developments across all their businesses, their revenue
and profitability could be negatively affected.
Changes to the accounting treatment of securitization transactions could materially adversely affect
the Issuers' financial condition, reserve requirements, capital requirements, liquidity, cost of funds
and operations.
Litigation and regulatory actions could subject the Issuers' to significant fines, penalties and/or
requirements resulting in increased expenses.
Credco and AEOCC are dependent on TRS and a number of its subsidiaries that generate
receivables.
B Risks related to the Instruments
Changes in exchange rates and exchange controls could result in a loss of the value of the
Instruments and payments thereof in relation to the currency of the jurisdiction of an investor.
The Instruments have the following characteristics, which may involve risks: they may in some cases
be subject to optional redemption by the Issuer: variable rate Instruments with a multiplier or other
leverage factor may be volatile investments; modification, waivers of terms and substitutions of
Issuers may occur; the Instruments may have no established trading market or no secondary market;
and there may be interest rate risks in connection with Fixed Rate Instruments.
Credit ratings may not reflect all risks.
Courts may not render judgments for money damages in any currency other than U.S. dollars.
The Instruments may not be a suitable investment for all investors.
Index-Linked Instruments and Dual-Currency Instruments may be subject to volatility and other
risks.

10