<PAGE>
Registration No.
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------
AMERICAN EXPRESS COMPANY
(Exact name of registrant as specified in its charter)
New York 13-4922250
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
American Express Tower
World Financial Center
New York, New York 10285
(Address of principal
executive offices)
-------------------------------------
AMERICAN EXPRESS INCENTIVE SAVINGS PLAN
(Full title of the plan)
-------------------------------------
LOUISE M. PARENT, ESQ.
Executive Vice President
and General Counsel
American Express Company
American Express Tower
World Financial Center
New York, New York 10285
(Name and address of agent for service)
-------------------------------------
(212) 640-2000
(Telephone number, including area code, of agent for service)
-----------------------------
CALCULATION OF REGISTRATION FEE
==============================================================================
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered(1) Registered (2) Share (3) Price (2) Fee (3)
- ------------------------------------------------------------------------------
Common Shares, 5,000,000 $29.63 $148,150,000 $51,086.21
par value $.60
per share
==============================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933
(the "Act"), this Registration Statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) This Registration Statement also relates to such indeterminate number of
additional Common Shares of Registrant as may be issuable as a result of stock
splits, stock dividends or similar transactions.
(3) Estimated solely for the purpose of calculating the registration fee on
the basis of the average of the high and low sales prices of such securities
on the New York Stock Exchange on May 23, 1994.
=============================================================================
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PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
These are hereby incorporated by reference: (i) the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993; (ii) the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1994: (iii) the
Registrant's Current Reports on Form 8-K dated January 24, 1994,
January 24, 1994, April 5, 1994, and April 21, 1994; (iv) the
description of the Registrant's Common Shares, par value $.60 per
share (the "Common Shares"), contained in the Registrant's
Registration Statement on Form 8-A dated November 13, 1984; and
(v) the American Express Incentive Savings Plan (the "Plan")
Annual Report on Form 11-K for the plan year ended December 30,
1992.
All documents filed by the Registrant or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be
a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes hereof to the extent that a statement
contained herein or in any other subsequently filed document
which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable. See instructions to Item 4.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of newly-issued Common Shares and
interests in the Plan have been passed upon by Louise M. Parent,
Esq., Executive Vice President and General Counsel of the
Registrant. Ms. Parent is paid a salary by, and is a participant
in various employee benefit plans offered generally to employees
of, the Registrant. Ms. Parent also owns Common Shares and has
options to purchase Common Shares of the Registrant.
2
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's By-Laws require the Registrant to
indemnify its directors and officers to the fullest extent
permitted by New York law. In addition, the Registrant has
purchased insurance policies which provide coverage for its
directors and officers in certain situations where the Registrant
cannot directly indemnify such directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Registrant's Restated Certificate of Incorporation,
as amended to date (incorporated by reference to
Exhibit 4.1 of the Registrant's Registration
Statement on Form S-8 (File No. 33-43671), filed
with the Commission on October 31, 1991)
4.2 Registrant's By-laws, as amended to date
(incorporated by reference to Exhibit 1(b) of the
Registrant's Registration Statement on Form S-3
(File No. 33-50997) filed with the Commission on
December 3, 1993)
4.3 Form of certificate for the Registrant's Common
Shares (incorporated by reference to Exhibit 4 of
the Registrant's Registration Statement on Form S-3
(File No. 33-35382), filed with the Commission on
June 12, 1990)
4.4 American Express Incentive Savings Plan Amended and
Restated Effective as of July 1, 1991 (incorporated
by reference to Exhibit 4.3 of the Registrant's
Registration Statement on Form S-8 (File No. 33-
43671) filed with the Commission on October 30,
1991)
4.5 Amendments to American Express Incentive Savings
Plan adopted October 4, 1991 (incorporated by
reference to Exhibit 4.4 of the Registrant's
Registration Statement on Form S-8 (File No. 33-
43671) filed with the Commission on October 30,
1991)
4.6 Amendments to the American Express Incentive Savings
Plan
5.1 Opinion and consent of Louise M. Parent, Esq.
3
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15.1 Letter from Ernst & Young Regarding Unaudited
Interim Financial Information
23.1 Consent of Ernst & Young
23.2 Consent of Louise M. Parent, Esq. (included as part
of Exhibit 5)
24.1 Powers of Attorney
The Registrant undertakes that it will cause the Plan and any
amendments thereto to be submitted to the Internal Revenue Service ("IRS")
in a timely manner and will make all changes required by the IRS in
order to qualify the Plan.
ITEM 9. REQUIRED UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the Registration Statement;
(iii) To include any material information
with respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form S-
8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
4
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(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
such Act and will be governed by the final adjudication of such
issue.
5
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SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, State of New York, on this 24th day of May,
1994.
AMERICAN EXPRESS COMPANY
(Registrant)
By /s/ Stephen P. Norman
-----------------------
Stephen P. Norman
Secretary
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
Name Title
*
- --------------------- Chairman of the Board,
Harvey Golub Chief Executive Officer and
Director (principal
executive officer)
*
- --------------------- President and Director
Jeffrey E. Stiefler
*
- --------------------- Executive Vice
Michael P. Monaco President, Chief Financial
Officer and Treasurer
*
- --------------------- Senior Vice President
Daniel T. Henry and Comptroller
(principal accounting
officer)
6
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*
- --------------------- Director
Anne L. Armstrong
*
- --------------------- Director
William G. Bowen
*
- --------------------- Director
David M. Culver
*
- --------------------- Director
Charles W. Duncan, Jr.
*
- --------------------- Director
Richard M. Furlaud
*
- --------------------- Director
Beverly Sills Greenough
*
- --------------------- Director
F. Ross Johnson
*
- --------------------- Director
Vernon E. Jordan, Jr.
*
- --------------------- Director
Henry A. Kissinger
*
- --------------------- Director
Drew Lewis
*
- --------------------- Director
Aldo Papone
*
- --------------------- Director
Roger S. Penske
7
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*
- --------------------- Director
Frank P. Popoff
*By: /s/ Stephen P. Norman
----------------------
Stephen P. Norman
(Attorney-in-fact)
Date: May 24, 1994
8
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Pursuant to the requirements of the Securities Act of
1933, the members of the Employee Benefits Administration
Committee of American Express Company have duly caused this
Registration Statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of New York,
State of New York on the 24th day of May, 1994.
AMERICAN EXPRESS INCENTIVE
SAVINGS PLAN
By: /s/ Stephen P. Norman
----------------------
Stephen P. Norman
(as Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been duly signed below by
the following persons in the capacities and on the date
indicated.
By: *
------------------------
Roger Ballou
Member of Employee Benefits
Administration Committee
By: *
-----------------------
Craig Dinsell
Member of Employee Benefits
Administration Committee
By: *
-----------------------
Michael P. Monaco
Member of Employee Benefits
Administration Committee
*By: /s/ Stephen P. Norman
----------------------
Stephen P. Norman
(as attorney-in-fact)
May 24, 1994
9
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EXHIBIT INDEX
The following exhibits are filed herewith, except as noted
below.
Exhibit No. Description
4.1 Registrant's Restated Certificate of Incorporation,
as amended to date (incorporated by reference to
Exhibit 4.1 of the Registrant's Registration
Statement on Form S-8 (File No. 33-43671), filed
with the Commission on October 31, 1991)
4.2 Registrant's By-laws, as amended to date
(incorporated by reference to Exhibit 1(b) of the
Registrant's Registration Statement on Form S-3
(File No. 33-50997) filed with the Commission on
December 3, 1993)
4.3 Form of certificate for the Registrant's Common
Shares (incorporated by reference to Exhibit 4 of
the Registrant's Registration Statement on Form S-3
(File No. 33-35382), filed with the Commission on
June 12, 1990)
4.4 American Express Incentive Savings Plan Amended and
Restated Effective as of July 1, 1991 (incorporated
by reference to Exhibit 4.3 of the Registrant's
Registration Statement on Form S-8 (File No. 33-
43671) filed with the Commission on October 30,
1991)
4.5 Amendments to American Express Incentive Savings
Plan adopted October 4, 1991 (incorporated by
reference to Exhibit 4.4 of the Registrant's
Registration Statement on Form S-8 (File No. 33-
43671) filed with the Commission on October 30,
1991)
4.6 Amendments to the American Express Incentive Savings
Plan
5.1 Opinion and consent of Louise M. Parent, Esq.
15.1 Letter from Ernst & Young Regarding Unaudited
Interim Financial Information
23.1 Consent of Ernst & Young
23.2 Consent of Louise M. Parent, Esq. (included as part
of Exhibit 5)
24.1 Powers of Attorney
EXHIBIT 4.6
EXCERPT OF RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF
AMERICAN EXPRESS COMPANY
RESOLVED, that pursuant to the applicable provisions of
the American Express Incentive Savings Plan (the "AXP ISP") and
effective as of the date hereof, the last sentence of Section 4.6
of the AXP ISP is hereby amended to read as follows:
In addition, if in the opinion of the Investment
Committee circumstances so require, the Investment
Committee may direct the Trustee, either until
otherwise notified or for a specified period of
time, to suspend the purchase and sale of common
shares of the Company or of any other Investment
Account under the Plan, and to invest all or any
part of the Company Stock Account or of such other
Investment Account in such short-term investments
(including, but not limited to, one or more short-
term investment funds maintained by the Trustee) as
the Investment Committee deems appropriate.
<PAGE>
<PAGE>
Amendment of AXP Benefit Plans Relating to LBH Spin-off
RESOLVED, that, effective as of, and subject to, the 1994
distribution of common stock of Lehman Brothers Holdings Inc. by
the Company to its common shareholders in a spin-off transaction,
the Board of Directors of the Company hereby approves the
following employee benefit plan amendments:
1. The American Express Incentive Savings Plan is
hereby amended by adding the following Article
Seventeen to the end thereof:
"ARTICLE SEVENTEEN
SPECIAL PROVISION FOR MEMBERS WHO TRANSFER TO
LEHMAN BROTHERS HOLDINGS INC.
17.1 Effective as of the date of the 1994 distribution of
common stock of Lehman Brothers Holdings Inc.
("LBHI") by the Company to its common shareholders
in a spin-off transaction (the "Distribution"), the
amounts credited to the accounts of Members under
the Plan, who at the time of such Distribution are
employees of LBHI or its subsidiaries, shall be
deemed to be fully vested in the Members,
notwithstanding the provisions of Paragraph 6.2
above."
2. The American Express Retirement Plan is hereby
amended by adding the following Article XX to the
end thereof:
"ARTICLE XX
CREDIT FOR VESTING SERVICE RELATED TO SPIN-OFF
A. Effective as of the date of the 1994 distribution of
common stock of Lehman Brothers Holdings Inc.
("LBHI") by the Company to its common shareholders
in a spin-off transaction (the "Distribution"),
continued employment with LBHI or its subsidiaries
by former Employees of Employing Companies under the
Plan, who at the time of such Distribution are
employees of LBHI or its subsidiaries, shall be
counted solely for vesting purposes under the Plan,
notwithstanding the provisions of Article IV,
Paragraph B above."
<PAGE>
<PAGE>
ARTICLE 16
SPECIAL PROVISIONS FOR FORMER
PARTICIPANTS IN EPSILON DATA MANAGEMENT, INC.
401(k) PROFIT-SHARING PLAN AND TRUST
16.1 Applicability of Article 16. Effective as of May
31, 1993 (the "Merger Date"), the Epsilon Data
Management, Inc. 401(k) Profit-Sharing Plan (the
"Epsilon Plan") was merged into this Plan. The
provisions of this Article 16 shall apply only with
respect to Members who were participants in the
Epsilon Plan as of the Merger Date (the "Epsilon
Members"). References to the provisions of the
Plan, other than this Article 16, shall be made in
determining any rights or requirements under the
Plan not otherwise provided in this Article 16.
16.2 Minimum Vesting Percentage. As of the Merger Date,
the extent to which an Epsilon Member shall be
vested in amounts credited to his account under the
Plan which are attributable to matching
contributions made under the Epsilon Plan ("Epsilon
Matching Contributions") shall not be less than the
percentage determined under Section 4.1 of the
Epsilon Plan as of such date.
16.3 Pre-retirement Distributions. If the Plan
membership of an Epsilon Member is terminated for
any reason other than one of those described in
Paragraph 8.1 or 8.2, such Member shall be permitted
to receive payment of amounts credited to his
account under the Plan which are attributable to
contributions under the Epsilon Plan at the times
and in the forms permitted under Section 6.1 of the
Epsilon Plan, in addition to any rights of such
Member to receive his benefits paid in accordance
with Paragraph 8.4 of this Plan.
<PAGE>
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Certificate of Amendment of the American Express
Stock Ownership Plan and the American Express
Incentive Savings Plan
WHEREAS, American Express Company, a New York
corporation (the "Company"), established the American Express
Stock Ownership Plan, effective as of January 1, 1982 (the
"SOP"); and
WHEREAS, the Company established the American
Express Incentive Savings Plan, effective as of June 11, 1973
(the "ISP"); and
WHEREAS, the Company has amended the SOP and ISP
from time to time thereafter; and
WHEREAS, the SOP provides that SOP members (the
"Members") who are "Qualifying Members" within the meaning of
Section 1.32 of the SOP may direct that a portion of their SOP
account (the "Amount") may be distributed to them; and
WHEREAS, to facilitate the administration of the
Company's tax qualified retirement plans the Company desires
that, in lieu of permitting Qualifying Members to direct the
distribution of their Amounts to them from the SOP, the SOP be
amended to permit Qualifying Members to transfer the Amount to
the American Express Incentive Savings Plan (the "Plan"),
following which such Amount shall be distributed to the
Qualifying Member on the same basis and subject to the same terms
and conditions it would have been subject to under the provisions
of the SOP prior to this amendment; and
WHEREAS, the Company desires to amend the ISP to
provide that the ISP will (i) accept asset transfers from the SOP
to the ISP directed by "Qualified Members" pursuant to
subparagraph 8.1.3(i) of the SOP and (ii) distribute the amounts
so transferred to the Qualified Members; and
WHEREAS, Article Thirteen of the ISP and Article
Thirteen of the SOP authorize the Company to amend the ISP and
SOP;
NOW, THEREFORE, the SOP and ISP are hereby amended
as follows:
1. Subparagraph 8.1.3 of the SOP is hereby amended
to read:
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<PAGE>
"8.1.3 Investment Options.
(i) At the election of the Qualified Member,
the Plan shall transfer (notwithstanding
Section 409(d) of the Code) the portion of
the Member's Plan Account that is covered by
the election, to the American Express
Incentive Savings Plan within ninety (90)
days after the last day of the period during
which the election can be made. The assets
so transferred to the American Express
Incentive Savings Plan shall be subject to
such requirements of the Plan concerning put
options as would otherwise apply to a
distribution of shares of Common Stock from
the Plan.
(ii) In lieu of a transfer under
subparagraph 8.1.3(i), the Qualified Member
who has the right to direct the transfer
under subparagraph 8.1.3(i) may, with the
consent of the Administration Committee in
its sole discretion, direct the Plan to
transfer the portion of the Member's Plan
Account that is covered by the election to
another qualified plan of the Employing
Company (including the American Express
Incentive Savings Plan) which accepts such
transfers, provided that such plan permits
employee-directed investment and does not
invest in Common Stock to a substantial
degree. Such transfer shall be made no
later than ninety (90) days after the last
day of the period during which the election
can be made.
(iii) Under Part A of the Plan, any
transfer under this subparagraph 8.1.3 shall
be made first from Common Stock allocated to
the Member's Plan Account at least
eighty-four (84) months before the month in
which the distribution or transfer occurs."
2. Article Eleven of the ISP is hereby amended by
adding the following new paragraph 11.10 to read:
"11.10 Transfer of Assets from the American
Express Stock Ownership Plan to the Plan.
In the case of a Member who, under
subparagraph 8.1.3(i) of the American
Express Stock Ownership Plan (hereinafter,
the "SOP"), directs that a portion of his
assets under that plan be transferred to
the Plan, the Trustee shall accept the
transfer of such assets directly from the
trustee or the custodian of the SOP's
assets, and administer such assets in
accordance with the applicable provisions
of the Plan, Section 401(a)(28) of the Code
and the provisions of the SOP concerning
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put options as would otherwise apply to a
distribution of shares of Common Stock from
the SOP. The assets transferred under this
subparagraph shall, following the
completion of such form(s) as the
Administration Committee may require, be
distributed to the Member in compliance
with the requirements of Section 401(a)(28)
of the Code in a single lump sum no later
than the ninetieth (90th) day following the
last date on which the Member could have
made the election described in subparagraph
8.1.3 (i) of the SOP. This paragraph shall
apply notwithstanding any other provision
of the Plan other than such provisions as
require the consent of the Member to a
distribution in excess of $3,500."
3. In all other respects the ISP and SOP are
hereby ratified and confirmed.
IN WITNESS WHEREOF, these Amendments are hereby
adopted this 19th day of December, 1992, effective January 1, 1993.
AMERICAN EXPRESS COMPANY
By: /s/ Gary A. Beller
------------------------
Gary A. Beller
Executive Vice President
and General Counsel
<PAGE>
EXHIBIT 5.1
May 24, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 25049
Re: American Express Incentive Savings Plan
Dear Commissioners:
I am Executive Vice President and General Counsel of American
Express Company (the "Company"), and I have represented the Company in
connection with the preparation of the Registration Statement on Form
S-8 of the Company (the "Registration Statement") relating to the
registration of (1) 5,000,000 Common Shares, par value $.60 per share
("Common Shares"), of the Company which may be issued under the
American Express Incentive Savings Plan (the "Plan") and (2) an
indeterminate amount of interests in the Plan.
I or members of my staff have examined the Certificate of
Incorporation, as amended, and the By-Laws of the Company, the Plan
and such other corporate documents and records as I have deemed
necessary in order to render the opinion set forth below.
I note that under the terms of the Plan contributions to the
Plan may be made in the form of cash and/or directly in Common Shares
and the trustee of the trust funds associated with the Plan may in
certain circumstances purchase Common Shares with cash contributions.
Such Common Shares contributed to the Plan or purchased by the trustee
may be obtained (1) directly from the Company in the form of
authorized but unissued shares ("Newly-Issued Shares"), (2) directly
from the Company in the form of treasury shares or (3) in the open
market.
<PAGE>
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Securities and Exchange Commission
May 24, 1994
Page Two
Based upon the foregoing, and subject to the qualification
that I am admitted to the practice of law in the State of New York
only and do not purport to be expert in the laws of any jurisdiction
other than the State of New York and the United States, I am of the
opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of New York.
2. Newly-Issued Shares, when contributed to the Plan
directly or purchased by the trustee of the trust funds associated
with the Plan, in each case in accordance with the terms of the Plan,
will be duly and validly issued, fully paid and, subject to Section
630 of the New York Business Corporation Law, non-assessable.
Interests in the Plan, when issued in accordance with the terms of the
Plan, will be duly authorized and validly issued.
I hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement and to the reference to me in Item 5 of
the Registration Statement.
Very truly yours,
/s/ Louise M. Parent
----------------------------
Louise M. Parent
Executive Vice President
and General Counsel
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EXHIBIT 15.1
May 25, 1994
The Shareholders and Board of Directors
American Express Company
We are aware of the incorporation by reference in the
Registration Statement on Form S-8 of American Express Company
for the registration of 5,000,000 Common Shares pertaining to the
Incentive Savings Plan of our report dated May 13, 1994 relating
to the unaudited consolidated interim financial statements of
American Express Company which is included in its Form 10-Q for
the quarter ended March 31, 1994.
Pursuant to Rule 436(c) of Securities Act of 1933 our report is
not a part of the Registration Statement prepared or certified by
accountants within the meaning of Section 7 or 11 of the
Securities Act of 1933.
/s/ Ernst & Young
New York, New York
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 for the American Express Incentive Savings
Plan of our reports (a) dated February 3, 1994, with respect to
the consolidated financial statements and schedules of American
Express Company included in its Annual Report on Form 10-K for
the year ended December 31, 1993 and (b) dated April 30, 1993,
with respect to the financial statements and schedules of the
American Express Incentive Savings Plan included in the Plan's
Annual Report on Form 11-K for the year ended December 30, 1992,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young
New York, New York
May 25, 1994
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EXHIBIT 24.1
AMERICAN EXPRESS COMPANY
POWER OF ATTORNEY
American Express Company, a New York corporation (the
"Company"), and each of the undersigned officers and directors of
the Company, hereby constitute and appoint Louise M. Parent,
Michael P. Monaco and Stephen P. Norman, jointly and severally,
with full power of substitution and revocation, their true and
lawful attorneys-in-fact and agents, for them and on their behalf
and in their respective names, places and steads, in any and all
capacities, to sign, execute and affix their respective seals
thereto and file any of the documents referred to below relating
to the proposed registration of an indeterminate amount of
interests in the American Express Incentive Savings Plan (the
"Plan") and up to 5,000,000 Common Shares, par value $.60 per
share, that may be contributed to or purchased with contributions
to the Plan: a registration statement under the Securities Act
of 1933, as amended, including any amendments thereto on behalf
of the Company, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents
and purposes as they might or could do if personally present,
hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, may lawfully do or cause to be done
by virtue hereof.
This Power of Attorney may be executed in counterparts.
IN WITNESS WHEREOF, American Express Company has caused
this Power of Attorney to be executed in its name by its
Executive Vice President and Chief Financial Officer and its
corporate seal to be affixed and attested by its Secretary, and
the undersigned officers and directors have hereunto set their
hand as of the 23rd day of May, 1994.
AMERICAN EXPRESS COMPANY
By:/s/Michael P. Monaco
--------------------------
Michael P. Monaco
Executive Vice President and
Chief Financial Officer
[CORPORATE SEAL]
Attest
/s/Stephen P. Norman
- --------------------------
Stephen P. Norman
Secretary<PAGE>
/s/ Harvey Golub /s/ Beverly Sills Greenough
- ----------------------- -------------------------
Harvey Golub Beverly Sills Greenough
Chairman of the Board, Director
Chief Executive Officer
and Director
(principal executive officer) /s/ F. Ross Johnson
-------------------------
F. Ross Johnson
/s/ Jeffrey E. Stiefler Director
- -----------------------
Jeffrey E. Stiefler
President and Director /s/ Vernon E. Jordan Jr.
------------------------
Vernon E. Jordan Jr.
/s/ Michael P. Monaco Director
- -----------------------
Michael P. Monaco /s/ Henry A. Kissinger
Executive Vice President ------------------------
and Chief Financial Officer Henry A. Kissinger
Director
/s/ Daniel T. Henry
- ----------------------- /s/ Drew Lewis
Daniel T. Henry ------------------------
Senior Vice President Drew Lewis
and Comptroller Director
(principal accounting officer)
/s/ Aldo Papone
/s/ Anne L. Armstrong ------------------------
- ----------------------- Aldo Papone
Anne L. Armstrong Director
Director
/s/ William G. Bowen /s/ Roger S. Penske
- ----------------------- ------------------------
William G. Bowen Roger S. Penske
Director Director
/s/ David M. Culver /s/ Frank P. Popoff
- ----------------------- ------------------------
David M. Culver Frank P. Popoff
Director Director
/s/ Charles W. Duncan Jr.
- -----------------------
Charles W. Duncan Jr.
Director
/s/ Richard M. Furlaud
- -----------------------
Richard M. Furlaud
Director
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT the undersigned
hereby constitute and appoint Louise M. Parent, Michael P. Monaco
and Stephen P. Norman, jointly and severally, with full power of
substitution and revocation, their true and lawful attorneys-in-
fact and agents, for them and on their behalf and in their name,
place and stead, in their capacity as members of the Employee
Benefits Administration Committee, in any and all capacities, to
execute and file any of the documents referred to below relating
to the proposed registration of an indeterminate amount of
interests in the American Express Incentive Savings Plan (the
"Plan") and up to 5,000,000 Common Shares, par value $.60 per
share, of American Express Company that may be contributed to or
purchased with contributions to the Plan: a registration
statement under the Securities Act of 1933, as amended, including
any amendments thereto, on behalf of the Plan with all exhibits
and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said
attorneys, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as they might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this
Power of Attorney as of the 23rd day of May, 1994.
By: /s/ Roger Ballou
-------------------------
Roger Ballou
/s/ Craig Dinsell
-------------------------
Craig Dinsell
/s/ Michael P. Monaco
-------------------------
Michael P. Monaco
<PAGE>
