2004 Committee Charter : AXP

PURPOSE

The Committee is responsible for assisting the Board of Directors in its
oversight responsibilities relating to (i) the integrity of the Company's
financial statements and financial reporting process; (ii) internal and
external auditing, including the qualifications and independence of the outside
auditor and the performance of the Company's internal audit services function;
(iii) the integrity of the Company's systems of internal accounting and
financial controls; (iv) legal and regulatory compliance and (v) the
performance of the other Committee functions set forth in this charter.

In discharging its responsibilities, the Committee is not itself responsible
for the planning or conduct of audits or for any determination that the
Company's financial statements and disclosures are complete and accurate or are
in accordance with generally accepted accounting principles and applicable
rules and regulations. This is the responsibility of the Company's management
and the outside auditor.

ORGANIZATION

The Committee shall be comprised of at least three directors. The members of
the Committee shall be appointed by the Board and shall meet the independence,
experience and expertise requirements of the New York Stock Exchange listing
rules and applicable law.

No member of the Committee shall simultaneously serve on the audit
committees of more than two other public companies.

The Committee shall meet at least four times per year, or more frequently as
circumstances require, and shall make regular reports to the Board on the
Committee's activities.

The Committee shall meet periodically with management, with the General
Auditor and with the outside auditor in separate executive sessions.

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

The Company shall provide for appropriate funding, as determined by the
Committee in its capacity as a committee of the Board, for payment of
compensation to the outside auditor employed by the Company for audit, review
and attest services rendered to the Company and to any advisors employed by the
Committee and for administrative expenses of the Committee.

The Committee shall review and reassess the adequacy of the Committee
charter at least annually, and recommend any changes to the Board for approval.

The Committee shall evaluate its performance on an annual basis and
establish criteria for such evaluation. The results of the annual evaluation
will be discussed with the full Board.

RESPONSIBILITIES

In carrying out its responsibilities, the Committee:

. Has sole authority to appoint or replace the outside auditor, who shall
report directly to the Committee.

. Is directly responsible for the compensation and oversight of the work of
the outside auditor.

. Pre-approves all auditing services and permitted non-audit services
(including the fees and terms thereof) to be performed for the Company by
the outside auditor, and considers whether the provision of permitted
non-audit services by the outside auditor is compatible with maintaining
the auditor's independence.

. Pre-approves all auditing services to be performed by accounting firms
other than the outside auditor (e.g., statutory or regulatory audits
outside the U.S. that are not performed by the outside auditor).


. Reviews and evaluates, at least annually, the qualifications, performance
and independence of the Company's outside auditor in accordance with
regulatory requirements and guidelines, receives periodic reports from the
outside auditor regarding the auditor's independence, discusses such
reports with the outside auditor, and if so determined by the Committee,
takes appropriate action to satisfy itself of the independence of the
auditor.

. Consults with management and the Company's General Auditor and, at least
annually, obtains and reviews a report by the outside auditor describing
such auditor's internal quality-control procedures, material issues raised
by its most recent internal quality control review, or peer review (if
applicable), or by any inquiry or investigation by governmental or
professional authorities for the preceding five years in respect of one or
more audits carried out by the outside auditor and the response of the
outside auditor to deal with any such issues, reviews all relationships
between the outside auditor and the Company, and assures the regular
rotation of the lead audit partner, the concurring partner and certain
other audit partners of the outside auditor as required by law.

. Requires, at least every 10 years, a detailed review of the Company's
audit firm, including a comparison of resources available in other firms.

. Reviews and concurs in the appointment and replacement of the Company's
General Auditor and reviews with the Internal Audit Department its
responsibilities, budget and staffing.

. Reviews the significant reports to management prepared by the Internal
Audit Department, or summaries thereof, and management's responses and
periodically reviews the experience and qualifications of the senior
members of the Internal Audit Department and the quality control
procedures of the Internal Audit Department.

. Discusses with the General Auditor and the outside auditor the overall
scope and plans for their respective audits, including the adequacy of
staffing and other factors that may affect the effectiveness and
timeliness of such audits.

FINANCIAL STATEMENTS AND DISCLOSURE

. Reviews and discusses with management and the outside auditor the annual
audited financial statements and other financial information to be
included in the Company's Annual Report on Form 10-K, including
management's and/or the outside auditor's judgment about the quality, not
just acceptability, of accounting principles, the reasonableness of
significant judgments, the clarity of the disclosures in the financial
statements and the adequacy of internal controls.

. Discusses the results of the annual audit and any other matters required
to be communicated to the Committee by the outside auditor under generally
accepted auditing standards, applicable law or listing standards,
including matters required to be discussed by Statement on Auditing
Standards No. 61.

. Reviews with the outside auditor any management letter provided by the
outside auditor and the Company's response and any problems or
difficulties the outside auditor may have encountered in connection with
the annual audit or otherwise.

. Recommends to the Board, based on the reviews and discussions with
management and the outside auditor described above, whether the annual
audited financial statements should be included in the Company's Form 10-K
Annual Report.

. Reviews and discusses with the outside auditor any accounting or auditing
issues on which the national office of the outside auditor was consulted.

. Reviews with management and the outside auditor the Company's quarterly
financial information to be included in the Company's Quarterly Reports on
Form 10-Q.

. Reviews and discusses with management the Company's earnings press
releases, including the use of "pro forma" or "adjusted" non-GAAP
information, as well as financial information and earnings guidance
provided to analysts and ratings agencies.

. Discusses with management, the internal auditor and the outside auditor
the adequacy and effectiveness of internal controls.


. Reviews with the Chief Executive Officer and the Chief Financial Officer
the Company's disclosure controls and procedures and reviews periodically,
but in no event less frequently than quarterly, management's conclusions
about the efficacy of such disclosure controls and procedures.

. Reviews analyses prepared by management and/or the outside auditor setting
forth significant financial reporting issues or judgments made in
connection with the financial statements, including analyses of the
effects of alternative GAAP methods on the financial statements.

. Reviews at least quarterly reports from the outside auditor on the
following matters;

. all critical accounting policies and practices to be used;

. all alternative treatments of financial information within generally
accepted accounting principles that have been discussed with management,
ramifications of the use of such alternative disclosures and treatments
and the treatment preferred by the outside auditor; and

. other material written communications between the outside auditor and
management, such as any management letter or schedule of unadjusted
differences.

COMPLIANCE OVERSIGHT

. Receives reports on the Company's compliance program, including a review
of the distribution of and compliance with the Company's Code of Conduct.

. Prepares the Audit Committee report required to be included in the
Company's annual proxy statement.

. Reviews with management and the outside auditor (if appropriate)
significant legal and regulatory exposures, including any regulatory
inquiries or concerns regarding the Company's financial statements and
accounting policies.

. Approves guidelines for the Company's hiring of people from the outside
auditor.

. Obtains from the outside auditor assurance that the auditor is not aware
of any matters required to be reported under Section 10A(b) of the
Securities Exchange Act of 1934.

. Establishes procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
accounting controls or auditing matters and the confidential, anonymous
submission by employees of the Company of concerns regarding questionable
accounting or auditing matters.

. Considers such other matters, as the Board or Committee deems appropriate.

FINANCE AND RISK MANAGEMENT

. Reviews management's investment of the Company's funds, reviews the
parameters of the various portfolios and investment activities and
considers strategies in view of expectations as to general economic and
market conditions.

. Reviews with management on a regular basis the liquidity, capital needs
and allocations of capital of the Company and its subsidiaries, reviews
the Company's funding and risk management activities, considers the
Company's external dividend policy, and is consulted, on a pre-fact basis
where practical, on the financial aspects of major divestitures and
acquisitions, major capital commitments, major borrowings, and on proposed
issuances of equity and non-routine debt securities, whether privately or
publicly distributed.

. Discusses with management, the General Auditor and the outside auditor the
Company's overall risk assessment and risk management processes, including
major risk exposures.

 

2003 Audit Charter: AXP

AMERICAN EXPRESS COMPANY
AUDIT COMMITTEE CHARTER
--------------------------------------------------------------------------------
PURPOSE

The Committee is responsible for assisting the Board of Directors in its
oversight responsibilities relating to (i) the integrity of the Company's
financial statements and financial reporting process; (ii) internal and
external auditing, including the qualifications and independence of the outside
auditor and the performance of the Company's internal audit services function;
(iii) the integrity of the Company's systems of internal accounting and
financial controls; (iv) legal and regulatory compliance and (v) the
performance of the other Committee functions set forth in this charter.

In discharging its responsibilities, the Committee is not itself responsible
for the planning or conduct of audits or for any determination that the
Company's financial statements and disclosures are complete and accurate or are
in accordance with generally accepted accounting principles and applicable
rules and regulations. This is the responsibility of the Company's management
and the outside auditor.

ORGANIZATION

The Committee shall be comprised of at least three directors. The members of
the Committee shall be appointed by the Board and shall meet the independence,
experience and expertise requirements of the New York Stock Exchange listing
rules and applicable law.

No member of the Committee shall simultaneously serve on the audit
committees of more than two other public companies.

The Committee shall meet at least four times per year, or more frequently as
circumstances require, and shall make regular reports to the Board on the
Committee's activities.

The Committee shall meet periodically with management, with the General
Auditor and with the outside auditor in separate executive sessions.

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

The Company shall provide for appropriate funding, as determined by the
Committee in its capacity as a committee of the Board, for payment of
compensation to the outside auditor employed by the Company for the purpose of
rendering or issuing an audit report and to any advisors employed by the
Committee.

The Committee shall review and reassess the adequacy of the Committee
charter at least annually, and recommend any changes to the Board for approval.

The Committee shall evaluate its performance on an annual basis and
establish criteria for such evaluation. The results of the annual evaluation
will be discussed with the full Board.

RESPONSIBILITIES

In carrying out its responsibilities, the Committee:

. Has sole authority to appoint or replace the outside auditor, who shall
report directly to the Committee.

. Is directly responsible for the compensation and oversight of the work of
the outside auditor.

. Pre-approves all auditing services and permitted non-audit services
(including the fees and terms thereof) to be performed for the Company by
the outside auditor, and considers whether the provision of permitted
non-audit services by the outside auditor is compatible with maintaining
the auditor's independence.

. Reviews and evaluates the qualifications, performance and independence of
the Company's outside auditor at least annually, receives periodic reports
from the outside auditor regarding the auditor's independence, discusses
such reports with the outside auditor, and if so determined by the
Committee, takes appropriate action to satisfy itself of the independence
of the auditor.

. Consults with management and the Company's General Auditor and obtains and
reviews a report by the outside auditor describing such auditor's internal
quality-control procedures, material issues raised by its most recent internal quality control review, or peer review (if
applicable), or by any inquiry or investigation by governmental or
professional authorities for the preceding five years and the response of
the outside auditor, reviews all relationships between the outside auditor
and the Company, and assures the regular rotation of the lead audit
partner and the reviewing partner of the outside auditor as required by
law.

. Reviews and concurs in the appointment and replacement of the Company's
General Auditor and reviews with the Internal Audit Department its
responsibilities, budget and staffing.

. Reviews the significant reports to management prepared by the Internal
Audit Department, or summaries thereof, and management's responses and
periodically reviews the experience and qualifications of the senior
members of the Internal Audit Department and the quality control
procedures of the Internal Audit Department.

. Discusses with the General Auditor and the outside auditor the overall
scope and plans for their respective audits, including the adequacy of
staffing and other factors that may affect the effectiveness and
timeliness of such audits.

FINANCIAL STATEMENTS AND DISCLOSURE

. Reviews and discusses with management and the outside auditor the annual
audited financial statements and other financial information to be
included in the Company's Annual Report on Form 10-K, including
management's and/or the outside auditor's judgment about the quality, not
just acceptability, of accounting principles, the reasonableness of
significant judgments, the clarity of the disclosures in the financial
statements and the adequacy of internal controls.

. Discusses the results of the annual audit and any other matters required
to be communicated to the Committee by the outside auditor under generally
accepted auditing standards, applicable law or listing standards,
including matters required to be discussed by Statement on Auditing
Standards No. 61.

. Reviews with the outside auditor any management letter provided by the
outside auditor and the Company's response and any problems or
difficulties the outside auditor may have encountered in connection with
the annual audit or otherwise.

. Recommends to the Board, based on the reviews and discussions with
management and the outside auditor described above, whether the annual
audited financial statements should be included in the Company's Form 10-K
Annual Report.

. Reviews and discusses with the outside auditor any accounting or auditing
issues on which the national office of the outside auditor was consulted.

. Reviews with management and the outside auditor the Company's quarterly
financial information to be included in the Company's Quarterly Reports on
Form 10-Q.

. Reviews and discusses with management the Company's earnings press
releases, including the use of "pro forma" or "adjusted" non-GAAP
information, as well as financial information and earnings guidance
provided to analysts and ratings agencies.

. Discusses with management, the internal auditor and the outside auditor
the adequacy and effectiveness of internal controls.

. Reviews with the Chief Executive Officer and the Chief Financial Officer
the Company's disclosure controls and procedures and reviews periodically,
but in no event less frequently than quarterly, management's conclusions
about the efficacy of such disclosure controls and procedures.

. Reviews analyses prepared by management and/or the outside auditor setting
forth significant financial reporting issues or judgments made in
connection with the financial statements, including analyses of the
effects of alternative GAAP methods on the financial statements.

. Reviews at least quarterly reports from the outside auditor on the
following matters;

. all critical accounting policies and practices to be used;

. all alternative treatments of financial information within generally
accepted accounting principles that have been discussed with management,
ramifications of the use of such alternative disclosures and treatments
and the treatment preferred by the outside auditor; and other material written communications between the outside auditor and
management, such as any management letter or schedule of unadjusted
differences.

COMPLIANCE OVERSIGHT

. Receives reports on the Company's compliance program, including a review
of the distribution of and compliance with the Company's Code of Conduct.

. Approves the Audit Committee report required to be included in the
Company's annual proxy statement.

. Discusses with management, the General Auditor and the outside auditor the
Company's major risk exposures.

. Reviews with management and the outside auditor (if appropriate)
significant legal and regulatory exposures, including any regulatory
inquiries or concerns regarding the Company's financial statements and
accounting policies.

. Approves guidelines for the Company's hiring of former employees of the
outside auditor who participated in any capacity in the audit of the
Company.

. Obtains from the outside auditor assurance that the auditor is not aware
of any matters required to be reported under Section 10A(b) of the
Securities Exchange Act of 1934.

. Establishes procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
accounting controls or auditing matters and the confidential, anonymous
submission by employees of the Company of concerns regarding questionable
accounting or auditing matters.

. Considers such other matters, as the Board or Committee deems appropriate.

FINANCE AND RISK MANAGEMENT

. Has oversight of the investing of the Company's funds, reviews the
parameters of the various portfolios and investment activities and
considers strategies in view of expectations as to general economic and
market conditions.

. Shall review with management on a regular basis the liquidity, capital
needs and allocations of capital of the Company and its subsidiaries,
review the Company's funding and risk management activities, consider the
Company's external dividend policy, and be consulted, on a pre-fact basis
where practical, on the financial aspects of major divestitures and
acquisitions, major capital commitments, major borrowings, and on proposed
issuances of equity and non-routine debt securities, whether privately or
publicly distributed.