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AMERICAN EXPRESS AND USAA ANNOUNCE CARD ISSUING ALLIANCE

Industry leaders team up to offer additional choice and value to 5.4 million USAA members

New York and San Antonio, May 31, 2005 -- American Express and USAA Federal Savings Bank (“USAA”) today announced an agreement to offer charge and credit cards in the United States. The cards will carry the American Express and USAA logos and be accepted on the American Express global merchant network. Under the terms of the agreement, USAA will issue the cards and manage customer relationships. It will also provide credit management and customer service. USAA will begin issuing the cards in the second quarter of 2006, at which time product details will be available.

As a result of this partnership, USAA will issue credit cards from each of the three leading payment networks, offering USAA members an even broader range of products that provide exceptional value, convenience, and choice. The transaction enhances USAA's ability to provide a full range of financial products and services to its high-quality membership – military servicemembers and their families. Members will benefit from the American Express credit card option, as well as from discounts and promotions available through American Express programs.

“This is a great business transaction between two great companies,” said Bob Davis, Chairman and CEO of USAA. “We look forward to offering our members yet another new product – and access to American Express merchants -- as we help USAA members achieve their financial goals.”

USAA offers a wide range of financial products and services, including financial planning, investments, banking, and insurance. USAA maintains an outstanding credit portfolio that consistently ranks among the highest in the industry, both in terms of credit quality and customer satisfaction. The cards will create significant value for USAA's more than 5 million members, including access to American Express' global merchant network.

“As a world-class company devoted to unparalleled levels of service and high quality products for its members, USAA is exactly the type of organization we're looking to add to the American Express network,” said Barry Rodrigues, Executive Vice President of American Express' Global Network Services. “We are committed to working closely with USAA to deliver compelling products and exceptional value to their very important members.”

Separately, American Express dismissed USAA from its antitrust litigation against Visa, MasterCard and a number of major U.S. banks in U.S. District Court.

About USAA
USAA is a diversified financial services company known for its financial strength, outstanding service, and competitive products. Founded in 1922 to serve members of the military and their families, USAA provides financial planning, insurance, banking, and investments to more than 5 million members. USAA is headquartered in San Antonio with offices throughout the United States and Europe. USAA consistently earns the highest ratings attainable for financial strength from independent industry rating agencies and ranked 185th on the 2004 Fortune 500 list of top U.S. companies.

About American Express
American Express Company is a diversified worldwide travel, financial and network services company, founded in 1850. It is a world leader in charge and credit cards, Travelers Cheques, travel, financial planning, business services, insurance and international banking.

American Express has been aggressively pursuing a strategy of opening its merchant network to third party issuers around the world. By leveraging its global infrastructure and the powerful appeal of the American Express brand, American Express aims to gain even broader reach for its network worldwide. American Express has now established close to 90 card-issuing partnership arrangements in 100 countries.



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