Membership Changes Everything(SM)

TERMS AND CONDITIONS

KANYE WEST CONCERT

To receive your complimentary tickets for 2 to a private Kanye West concert at the Nokia Theater on August 29, 2006 visit www.americanexpress.com between 08/23/06 and 08/27/06, complete and submit the online enrollment form with your name, E-mail address, full valid American Express Card account number - Card will not be charged, for verification purposes only. You will receive E-mail confirmation of your enrollment including specific event details and ticket availability. If tickets remain available, you will receive in that E-mail a link to Ticketmaster.com where you will receive a one-time use only code needed to print your tickets. Tickets are general admission only. If you have any issues with printing these tickets please call Ticket Master Customer Service at (212) 307-7171 or have any questions related to the offer call the American Express Customer Service toll-free number printed on the back of your Card. This offer is made in connection with the Membership Changes EverythingSM program. Maximum value of each ticket: $69.00. Tickets available while supplies last and on a first come first serve basis. Approximately 1,600 tickets are available.

Offer open to all American Express Cardmembers who have a Charge/Credit Card issued by American Express prior to 8/23/06. Not open to individuals who have an American Express Card issued by a third party bank issuer. If you are unsure if your Card is eligible, please check the list of eligible Cards on www.americanexpress.com.

Offer void where prohibited. All other expenses not specified herein are not included. Offer limited to legal U.S. residents who are age 18 or older. May not be combined with other offers. No facsimiles or other mechanical reproductions will be accepted. Talent subject to change. This offer is subject to Sponsor's verification, in its sole discretion, that you and the information you provided comply with the terms of this offer. One pair of tickets per person, per account, per event. If these terms and conditions are not met, offer enrollment may be considered invalid.

US OPEN

To receive your complimentary tickets for 2 to the September 4, 2006 evening session of the US Open at the National Tennis Center in Flushing, NY, visit www.americanexpress.com between 08/28/06 and 09/03/06, complete and submit the online enrollment form with your name, E-mail address, full valid American Express Card account number - Card will not be charged, for verification purposes only.. You will receive E-mail confirmation of your enrollment including specific event details and ticket availability. If tickets remain available, you will receive in that E-mail a link to Ticketmaster.com where you will receive a one-time use only code needed to print your tickets. Tickets are for the promenade level only. If you have any issues with printing these tickets please call Ticketmaster Customer Service at (212) 307-7171 or have any questions related to the offer call the American Express Customer Service toll-free number printed on the back of your Card. This offer is made in connection with the Membership Changes EverythingSM program. Maximum value of each ticket: $39.00. Tickets available while supplies last on a first come, first serve basis. Approximately 1,000 tickets are available.

Offer open to all American Express Cardmembers who have a Charge/Credit Card issued by American Express prior to 8/28/06. Not open to individuals who have an American Express Card issued by a third party bank issuer. If you are unsure if your Card is eligible, please check the list of eligible Cards on www.americanexpress.com.

Offer void where prohibited. All other expenses not specified herein are not included. Offer limited to legal U.S. residents who are age 18 or older. May not be combined with other offers. No facsimiles or other mechanical reproductions will be accepted. Events subject to change. This offer is subject to Sponsor's verification, in its sole discretion, that you and the information you provided comply with the terms of this offer. One pair of tickets per person, per account, per event. If these terms and conditions are not met, offer enrollment may be considered invalid.

BROADWAY

To receive your complimentary tickets for 2 to one of 15 participating Broadway shows on September 15, 2006, visit www.americanexpress.com between 09/05/06 and 09/10/06, complete and submit the online enrollment form with your name, E-mail address, full valid American Express Card account number - Card will not be charged, for verification purposes only. Participating shows include: THE 25TH ANNUAL PUTNAM COUNTY SPELLING BEE, AVENUE Q, CHICAGO, THE DROWSY CHAPERONE, HAIRSPRAY, HEARTBREAK HOUSE, THE HISTORY BOYS, MARTIN SHORT: FAME BECOMES ME, MAMMA MIA!, THE PHANTOM OF THE OPERA,THE PRODUCERS, RENT, SPAMALOT, THE WEDDING SINGER, WICKED. You will be asked to enter your mailing address on the site at the time of enrollment. You will receive E-mail confirmation of your enrollment, specific event details including show name, time and location. You will receive a second E-mail with the anticipated ship date and tracking information of your tickets once shipped. If you have any issues or do not receive your tickets please call the toll free Live Nation Customer Service number at 866-681-SHOW or have any questions related to the offer call the American Express Customer Service toll-free number printed on the back of your Card. This offer is made in connection with the Membership Changes EverythingSM program. Average retail value of each ticket: $89.00. Tickets available while supplies last and is on a first come, first serve basis. Seats to be determined by sponsor. Approximately 6,000 total tickets are available.

Offer open to all American Express Cardmembers who have a Charge/Credit Card issued by American Express prior to 9/5/06. Not open to individuals who have an American Express Card issued by a third party bank issuer. If you are unsure if your Card is eligible, please check the list of eligible Cards on www.americanexpress.com.

Offer void where prohibited. All other expenses not specified herein are not included. Offer limited to legal U.S. residents who are age 18 or older. May not be combined with other offers. Events subject to change. No facsimiles or other mechanical reproductions will be accepted. Events subject to change. This offer is subject to Sponsor's verification, in its sole discretion, that you and the information you provided comply with the terms of this offer. One pair of tickets per person, per account, per event. If these terms and conditions are not met, offer enrollment may be considered invalid.

MOVIES

To receive up to 4 complimentary movie passes for use at any Fandango theater located in the following counties: Westchester, Queens, Kings, New York, Bronx, Richmond, Fairfield, Bergen, Essex, Hudson and Morris, September 12 - September 24, 2006, visit www.americanexpress.com between 09/12/06 and 09/17/06, complete and submit the online enrollment form with your name, E-mail address, zip code, full valid American Express Card account number - Card will not be charged, for verification purposes only. You will receive E-mail confirmation of your enrollment including specific event details and ticket availability. If tickets remain available, you will receive in that E-mail a link to Fandango.com where you can print your tickets. If you have any issues with printing these tickets please contact Fandago site help or call American Express Customer Service at the toll-free phone number printed on the back of your Card. This offer is made in connection with the Membership Changes EverythingSM program. Maximum value of each ticket: $12.50. Tickets available while supplies last and on a first come, first serve basis. Approximately 50,000 tickets are available.

Offer open to all American Express Cardmembers who have a Charge/Credit Card issued by American Express prior to September 18, 2006. Not open to individuals who have an American Express Card issued by a third party bank issuer. If you are unsure if your Card is eligible, please check the list of eligible Cards on www.americanexpress.com.

Offer void where prohibited. All other expenses not specified herein are not included. Offer limited to legal U.S. residents who are age 18 or older. May not be combined with other offers. No facsimiles or other mechanical reproductions will be accepted. This offer is subject to Sponsor's verification, in its sole discretion, that you and the information you provided comply with the terms of this offer. Limit 4 tickets per person, per account, per event. If these terms and conditions are not met, offer enrollment may be considered invalid.

DINING

To receive your complimentary dinner for two, four or six on September 26, 2006 at one of the sponsor-designated restaurants in NY, NY, visit www.americanexpress.com between 09/18/06 and 09/22/06, complete and submit the online enrollment form with your name, E-mail address, full valid American Express Card account number, and selection of restaurant. You will receive a confirmation message of your enrollment including specific restaurant details. If designated reservations at your chosen restaurant remain available, you will receive an E-mail which includes a unique one time use only code and a phone number for the selected restaurant to call to confirm your reservation time (reservation times are subject to availability and designated by each participating restaurant; alternate dates and times will not be available). Reservations must be confirmed no later than 11:59 p.m. September 24, 2006. This offer is made in connection with the Membership Changes Everything program. Each dinner includes only food no beverages. Approximate value of each dinner: $75.00 (includes food, tax on food and gratuity). Dining reservations available while supplies last on a first come, first serve basis. Approximately 450 reservations available or up to approximately 1,400 individual dinners.

Offer open to all American Express Cardmembers who have a Charge/Credit Card issued by American Express prior to 9/18/06. Not open to individuals who have an American Express Card issued by a third party bank issuer. If you are unsure if your Card is eligible, please check the list of eligible Cards on www.americanexpress.com.

Offer void where prohibited. All other expenses not specified herein are not included. Offer limited to legal U.S. residents who are age 18 or older. May not be combined with other offers. No facsimiles or other mechanical reproductions will be accepted. This offer is subject to Sponsor's verification, in its sole discretion, that you and the information you provided comply with the terms of this offer. One dinner reservation per person, per account, per event. Sponsor reserves the right to substitute the restaurant in the event a reservation becomes unavailable. If these terms and conditions are not met, offer enrollment may be considered invalid.

This offer is non-transferable, non-negotiable and not redeemable for cash. No substitutions, except at Sponsor's sole discretion.

Sponsor: American Express Travel Related Services Company, Inc., World Financial Center, New York, NY 10285.