UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 27, 2006
AMERICAN EXPRESS COMPANY
(Exact name of registrant as specified in its charter)
New York 1-7657 13-4922250
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation Identification No.)
or organization)
200 Vesey Street, World Financial Center
New York, New York 10285
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 640-2000
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
--- Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
--- Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
--- Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
--- Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year
On September 27, 2006, the Board of Directors of American Express
Company (the "Company") approved certain amendments to the By-Laws of the
Company (i) to clarify the Company's existing policies with respect to
indemnification of personnel by expressly stating that current and former
officers of the Company, as well as current and former directors and
employees, are entitled to indemnification by the Company in connection with
threatened, pending or completed actions, suits or proceedings in which they
are involved by reason of the fact that they are or were officers, directors
or employees of the Company and (ii) to eliminate the requirement to provide
security with respect to any undertaking provided by a current or former
director, officer or other employee to repay, under certain circumstances,
advances of expenses in connection with threatened, pending or completed
actions, suits or proceedings. A copy of the By-Laws, as amended, of the
Company is filed as Exhibit 3.1 to this report.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
3.1 By-Laws of American Express Company, as amended through
September 27, 2006.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN EXPRESS COMPANY
(REGISTRANT)
By: /s/ Stephen P. Norman
Name: Stephen P. Norman
Title: Secretary
Date: September 29, 2006
EXHIBIT INDEX
Exhibit No. Description
3.1 By-Laws of American Express Company, as amended through
September 27, 2006.