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__________________________________________________________________________
___________________________________________________________________________
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT
OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) X
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PNC BANK, NATIONAL ASSOCIATION
(Exact Name of Trustee as Specified in its Charter)
NOT APPLICABLE
(Jurisdiction of incorporation or
organization if not a U.S. national bank)
25-1197336
(I.R.S. Employer Identification No.)
One PNC Plaza
Fifth Avenue and Wood Street, Pittsburgh, Pennsylvania 15222
(Address of principal executive offices - Zip code)
F. J. Deramo, Vice President, PNC Bank, National Association
27th Floor, One Oliver Plaza, Pittsburgh, Pennsylvania 15222-2602
(412) 762-3666
(Name, address and telephone number of agent for service)
AMERICAN EXPRESS COMPANY
(Exact name of obligor as specified in its charter)
New York
(State or other jurisdiction of incorporation or organization)
13-4922250
(I.R.S. Employer Identification No.)
American Express Tower
World Financial Center
New York, New York 10285
(Address of principal executive offices - Zip code)
Debt Securities
(Title of the indenture securities)
___________________________________________________________________________
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Item 1. General information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
Comptroller of the Currency Washington,
D.C.
Federal Reserve Bank of Cleveland Cleveland,
Ohio
Federal Deposit Insurance Corporation Washington,
D.C.
(b) Whether it is authorized to exercise corporate trust
powers.
Yes. (See Exhibit T-1-3)
Item 2. Affiliations with obligor and underwriters.
If the obligor or any underwriter for the obligor is an affiliate of
the trustee, describe each such affiliation.
Neither the obligor nor any underwriter for the obligor is an
affiliate of the trustee.
Item 3 through Item 14.
The issuer currently is not in default under any of its outstanding
securities for which PNC Bank is trustee. Accordingly, responses to
Items 3 through 14 of Form T-1 are not required pursuant to Form T-1
General Instructions B.
Item 15. Foreign trustee.
Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under the indentures qualified or to
be qualified under the Act.
Not applicable (trustee is not a foreign trustee).
Item 16. List of exhibits.
List below all exhibits filed as part of this statement of eligibility.
Exhibit T-1-1 - Articles of Association of the trustee, with
all amendments thereto, as presently in
effect, filed as Exhibit 1 to Trustee's
Statement of Eligibility and Qualification,
Registration No. 33-58107 and incorporated
herein by reference.
Exhibit T-1-2 - Copy of Certificate of the Authority of the
Trustee to Commence Business, filed as Exhibit
2 to Trustee's Statement of Eligibility and
Qualification, Registration No. 2-58789 and
incorporated herein by reference.
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Exhibit T-1-3 - Copy of Certificate as to Authority of the
Trustee to Exercise Trust Powers, filed as
Exhibit 3 to Trustee's Statement of
Eligibility and Qualification, Registration
No. 2-58789, and incorporated herein by
reference.
Exhibit T-1-4 - The By-Laws of the trustee.
Exhibit T-1-6 - The consent of the trustee required by Section
321(b) of the Act.
Exhibit T-1-7 - The copy of the Balance Sheet taken from the
latest Report of Condition of the trustee
published in response to call made by
Comptroller of the Currency under Section 5211
U.S. Revised Statutes.
NOTE
The answers to this statement, insofar as such answers relate to (a) what
persons have been underwriters for any securities of the obligor within three
years prior to the date of filing this statement, or are owners of 10% or
more of the voting securities of the obligor, or are affiliates or directors
or executive officers of the obligor, and (b) the voting securities of the
trustee owned beneficially by the obligor and each director and executive
officer of the obligor, are based upon information furnished to the trustee
by the obligor and also, in the case of (b) above, upon an examination of the
trustee's records. While the trustee has no reason to doubt the accuracy of
any such information furnished by the obligor, it cannot accept any
responsibility therefor.
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Signature appears on next page
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, PNC Bank, National Association, a corporation organized and existing
under the laws of the United States of America, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Pittsburgh and Commonwealth of
Pennsylvania on May 21, 1997.
PNC BANK, NATIONAL ASSOCIATION
Trustee)
By /s/ Fred J. Deramo
________________________________
Fred J. Deramo
Vice President
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Exhibit T-1-4
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Exhibit T-1-4
PNC BANK, NATIONAL ASSOCIATION
BY-LAWS
(as amended and restated on April 9, 1996)
Article I. Meetings of Shareholders
Section 1. Annual Meeting. The annual meeting of the shareholders of the
Bank for the election of Directors and the transaction of all other business
that may properly come before the meeting shall be held at the Pittsburgh
National Building or other convenient place selected by the Directors, on the
Tuesday that next follows the annual meeting of the shareholders of PNC Bank
Corp. If for any reason no such election of Directors is made on that day,
the Board of Directors shall order the election to be held on some subsequent
day, as soon thereafter as practicable.
Section 2. Special Meetings. Special meetings of the shareholders shall be
held when called by the Board of Directors or when called in writing by one
or more shareholders owning in the aggregate not less than ten per centum of
the outstanding shares of stock of the Bank.
Section 3. Notice and Record Date. Notice of shareholders' meetings shall
be given in the manner set forth in Article VIII, Section 5, not less than
ten days nor more than sixty prior to the meeting. The Board of Directors
may fix a date not less than ten nor more than forty days prior to the annual
meeting or any special meeting of the shareholders as the record date for the
determination of shareholders entitled to notice of and to vote at any such
meeting, or any adjournment thereof, and only shareholders of record on the
date so fixed shall be entitled to notice of and to vote at any meeting, or
any adjournment thereof. In no event shall the record date as fixed by the
Board of Directors be prior to the date on which the action is taken fixing
such record date.
Section 4. Quorum, Shareholder Action. A majority of the shares outstanding
represented in person or by proxy shall constitute a quorum. Less than a
quorum may adjourn any meeting from time to time and the meeting may be held
as adjourned without further notice. A majority of the votes cast shall
decide every question or matter submitted to the shareholders at any duly
convened meeting unless otherwise provided by law. Shareholders may vote in
person or by proxy duly authorized in writing, but no officer or employee of
the Bank may act as proxy.
Section 5. Written Action of Shareholders. Any action which may be taken at
a meeting of the shareholders of the Bank may be taken without a meeting if
a consent in writing setting forth the action so taken, signed by all the
shareholders who would be entitled to vote at a meeting for such purpose, and
such written consent shall be filed with the Secretary of the Bank.
Article II. Directors
Section 1. Board of Directors. The Board of Directors shall have the power
to manage and administer the business and affairs of the Bank. Except as
expressly limited by law, all corporate powers of the Bank shall be vested in
and may be exercised by the Board of Directors.
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Section 2. Number. The Board of Directors shall consist of not less than
five nor more than twenty-five individuals, the exact number within such
minimum and maximum limits to be fixed and determined from time to time by
resolution of a majority of the Board or by resolution of a majority of the
shareholders. Between annual meetings of shareholders, the Board of
Directors, by vote of a majority of the Board, may increase the membership of
the Board, within the maximum above prescribed, by not more than four members
and, by like vote, appoint individuals to fill the vacancies created thereby.
Section 3. Election; Term of Office. The Board of Directors shall be
elected at each annual meeting of the shareholders. Each Director shall hold
office from the time of his election and his qualification to serve as such
and until the election and qualification of his successor or until such
Director's earlier death, resignation, disqualification or removal.
Section 4. Organization Meeting. A meeting of the Board of Directors for
the purpose of organizing the new Board, appointing the officers of the Bank
for the ensuing year and transacting other business shall be held without
notice immediately following the annual election of the Directors or as soon
thereafter as is practicable at such time and place as the Secretary may
designate.
Section 5. Regular Meetings. The regular meetings of the Board of Directors
shall be held, without notice, at such times and places as the Board of
Directors shall by resolution determine.
Section 6. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board or the President and shall be called
at the request of any three Directors. Notice of special meetings shall be
given in the manner set forth in Article VIII, Section 5.
Section 7. Quorum; Board Action. A majority of the Directors then in office
shall constitute a quorum for the transaction of business at any meeting.
Unless otherwise provided by law, any action of the Board of Directors may be
taken upon the affirmative vote of a majority of the Directors present at a
duly convened meeting.
Section 8. Vacancies. Any vacancy in the Board of Directors may be filled
by appointment by a majority of the remaining Directors at any regular
meeting or at a special meeting called for that purpose.
Section 9. Participation Other Than By Attendance. To the extent permitted
by law, any Director may participate in any regular or special meeting of the
Board of Directors or of any committee of the Board of Directors by means of
a conference telephone or similar communications equipment by means of which
all persons participating in the meeting are able to hear each other.
Section 10. Written Action of Directors. Any action which may be taken by
the Directors at a duly convened meeting may be taken upon the unanimous
written consent of the Directors.
Section 11. Compensation. Each director, advisory director, and member of
an Advisory Board of a branch office, who is not a salaried officer, shall
receive compensation in such amount and in such manner as the Board of
Directors may from time to time determine.
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Section 12. Resignation; Removal. Any Director may resign by submitting his
resignation to the Chief Executive Officer, the Chairman, the President or
the Secretary. Such resignation shall become effective upon its submission
or at any later time specified. Any Director may be removed from office by
action of the shareholders or the Board taken in accordance with applicable
law.
Section 13. Personal Liability for Monetary Damages.
(a) To the fullest extent permitted
by applicable law, each Director shall be indemnified and held harmless by
the Bank for all actions taken by him or her and for all failures to take
action to the fullest extent permitted by Pennsylvania law against all
expense, liability and loss (including without limitation attorneys' fees,
judgments, fines, taxes, penalties, and amounts paid or to be paid in
settlement) reasonably incurred or suffered by him or her. No
indemnification pursuant to this Section 13 shall be made, however, in any
case where the act or failure to act giving rise to the claim for
indemnification is determined by a court of competent jurisdiction to have
constituted willful misconduct or recklessness.
(b) This Section 13 shall not apply
to any administrative proceeding or action instituted by a federal bank
regulatory agency which proceeding or action results in a final order
assessing civil money penalties or requiring affirmative action by the
Director in the form of making payments to the Bank.
(c) The provisions of this Section
13 shall be deemed to be a contract with each Director of the Bank who serves
as such at any time while this Section 13 is in effect and each such Director
shall be deemed to be doing so in reliance on the provisions of this Section
13. Any amendment or repeal of this Section 13 or adoption of any other
provision of the By-Laws or the Articles of the Association which has the
effect of increasing Director liability shall operate prospectively only and
shall not affect any action taken, or any failure to act, prior to the
adoption of such amendment, repeal or other provision.
Section 14. Corporate Governance Procedures. The Board of Directors and
each committee thereof shall have the authority to adopt or otherwise avail
itself of such corporate governance procedures as may be included from time
to time in the Pennsylvania Business Corporation Law of 1988, provided that
any such procedure complies with, or is not inconsistent with, applicable
federal banking statutes and regulations, and safe and sound banking
practices.
Article III. Committees
Section 1. Appointment; Powers. In addition to the Committees described in
this Article III, the Board may appoint one or more standing or temporary
committees consisting of two or more Directors. The Board may invest such
committees with such power and authority, subject to such conditions, as it
may see fit.
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Section 2. Executive Committee. The Board may appoint from among its
members an Executive Committee which, to the maximum extent permitted by law
or as otherwise provided herein shall have and exercise in the intervals
between the meetings of the Board of Directors all the powers of the Board of
Directors. All acts done and powers conferred by the Executive Committee
from time to time shall be deemed to be, and may be certified as being, done
and conferred under authority of the Board of Directors. Four directors
shall constitute a quorum regardless of whether the directors present shall
have been formally appointed to the Executive Committee, and the action of a
majority of the directors present at a meeting, unless a majority of such
Directors are officers of the Bank, shall decide any matter or question
submitted to the Executive Committee.
Section 3. Examining Committee. The Board shall appoint from among its
members an Examining Committee which shall be composed of not less than three
directors, none of whom shall be officers of the Bank. The Board of
Directors shall select a Chairman from the Committee's membership and the
Committee may appoint a Secretary who need not be a director. The Committee
shall meet on call of its Chairman. The duties and responsibilities of the
Committee shall be as required by law and as assigned from time to time by
the Board of Directors.
Section 4. CRA Policy Committee. The Board of Directors shall appoint from
among its members a Community Reinvestment Act Policy Committee which shall
consist of not less than three directors, and such other officers who shall
from time to time be appointed by the Board of Directors. The duties and
responsibilities of the Committee shall be as assigned from time to time by
the Board of Directors.
Section 5. Personnel and Compensation Committee. The Board may appoint from
among its members a Personnel and Compensation Committee. The duties and
responsibilities of the Committee shall be as assigned by the Board of
Directors.
Section 6. Nominating Committee. The Board may appoint from among its
members a Nominating Committee. The duties and responsibilities of the
Committee shall be as assigned by the Board of Directors.
Section 7. Fiduciary Committee. The Board may appoint from among its
members a Fiduciary Committee. The duties and responsibilities of the
Committee shall be as assigned by the Board of Directors.
Section 8. Credit Committee. The Board may appoint from among its members
a Credit Committee. The duties and responsibilities of the Committee shall
be as assigned by the Board of Directors.
Section 9. Asset and Liability Management Committee. The Board may appoint
from among its members an Asset and Liability Management Committee. The
duties and responsibilities of the Committee shall be as assigned by the
Board of Directors.
Section 10. Organization. All committees shall determine their own
organization, procedures and times and places of meeting, unless otherwise
directed by the Board and except as otherwise provided in these By-Laws. A
majority of the Directors appointed to a committee shall constitute a quorum
for the transaction of business at any meeting unless as otherwise provided
in these By-Laws. In the case of committees with an even number of Directors
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appointed to the committees, one-half of the Directors shall constitute a
quorum. Unless otherwise prevented by law or by the procedures established
by the committee, any action of a committee may be taken upon the affirmative
vote of a majority or one-half, as the case may be, of the Directors present
at a duly convened meeting or upon the unanimous written consent of all
Director members.
Section 11. Advisory Boards. Any branch office, with the approval of the
Board of Directors or the Chief Executive Officer, may have an Advisory Board
consisting of Directors, officers or members of the public, who may from time
to time be appointed by the Board of Directors or the Chief Executive Officer
or his designee. The Chairman of each Advisory Board shall be designated by
the Board of Directors or the Chief Executive Officer. Each Advisory Board
shall meet at such time or times as shall be determined by the Chairman of
such Advisory Board. Advisory Boards shall be established for informational
and marketing purposes only and shall not have any duties, powers or
responsibilities.
Article IV. Officers
Section 1. Officers Generally. The officers of the Bank, in order of
precedence or rank, shall be a Chairman of the Board; one or more Vice
Chairmen, if any; a President; one or more Vice Presidents, of whom one or
more may be designated, in order of precedence or rank, Senior Executive,
Executive or Senior Vice Presidents, and one of whom may be designated as
responsible to direct, manage and supervise all fiduciary activities; a
Cashier; a Secretary; a Controller; an Audit Director; and such other
officers and functional officer titles, as the Board of Directors, the
Chairman, the Vice Chairman or the President may from time to time designate.
The Board of Directors shall from time to time designate from among the
Chairman of the Board, the Vice Chairmen and the President, one of these
officers to be the Chief Executive Officer.
Section 2. Elections; Appointment. All officers having the rank of Senior
Vice President or higher, shall be elected by the Board of Directors and
shall hold office during the pleasure of the Board of Directors. All other
Vice Presidents and other officers shall be appointed by the Chairman of the
Board, a Vice Chairman or President or other officer authorized by the Board
of Directors to appoint officers, and such action shall be reported to the
Board of Directors.
Section 3. Chief Executive Officer. The Chief Executive Officer shall have
the general supervision of the policies, business and operations of the Bank;
shall have general executive powers as well as those duties and powers as may
be assigned by the Board of Directors; and shall have all other powers and
duties as are usually incident to the chief executive officer of a national
bank. In the absence of the Chief Executive Officer his powers and duties
shall be performed by such other officer or officers as shall be designated
by the Board of Directors.
Section 4. Chairman. The Chairman of the Board shall have general executive
powers, shall preside at all meetings of the shareholders and shall have such
other powers and duties as may be assigned to him from time to time by the
Board of Directors.
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Section 5. Vice Chairman. A Vice Chairman shall have general executive
powers and shall have such duties and powers as shall be assigned from time
to time by the Board of Directors or the Chief Executive Officer.
Section 6. President. The President shall have general executive powers and
shall have such duties and powers as may be assigned to him from time to time
by the Board of Directors.
Section 7. Senior Officers; Vice Presidents. The Senior Executive,
Executive, and Senior Vice Presidents as well as all other Vice Presidents
shall have such duties and powers as may from time to time be assigned to
them by the Board of Directors or by the Chief Executive Officer. Any
reference in these By-Laws to a Vice President shall apply equally to a
Senior Executive, Executive, or a Senior Vice President unless the context
otherwise requires.
Section 8. Vice President in Charge of Trusts. The Vice President in Charge
of Trusts, if any, under the direction of the Chief Executive Officer, shall
direct, manage and supervise all fiduciary activities of the Bank and shall
be responsible to the Board of Directors, the Chief Executive Officer and the
Fiduciary Committee for the administration of the Bank's fiduciary powers.
He shall have such other duties and powers as may be assigned to him by the
Board of Directors or the Chief Executive Officer.
Section 9. Cashier. Unless otherwise delegated to another officer or
officers by the Board of Directors, the Cashier shall be responsible for all
moneys, funds, securities, fidelity and indemnity bonds and other valuables
belonging to the Bank, exclusive of the assets held by the Bank in a
fiduciary capacity; shall cause to be kept proper records of the transactions
of the Bank; and shall perform such other duties as may be assigned to him by
the Board of Directors or the Chief Executive Officer.
Section 10. Secretary. The Secretary shall attend the meetings of the
shareholders, of the Board of Directors, and of the Executive Committee, if
any, and shall keep minutes thereof in suitable minute books. He shall have
charge of the corporate records, papers, and the corporate seal of the Bank.
He shall have charge of the stock and transfer records of the Bank and shall
keep a record of all shareholders and give notices of all meetings of
shareholders and special meetings of the Board of Directors. He shall
perform such other duties as may be assigned to him by the Board of Directors
or the Chief Executive Officer.
Section 11. Trust Officers. The Officers performing fiduciary functions,
being all officers assigned to the Trust, Trust and Investment Management or
other Fiduciary Department, Division, or other unit of the Bank, shall
execute and perform all actions desirable to carry out the fiduciary
functions of the Bank, and shall perform such other duties as may be assigned
by the Board of Directors, the Chief Executive Officer, or the Vice President
in Charge of Trusts, if any.
Section 12. Controller. The Controller shall be the chief accounting
officer and shall supervise systems and accounting records and shall be
responsible for the preparation of financial reports.
Section 13. Audit Director. The Audit Director shall have charge of
auditing the books, records and accounts of the Bank. He shall report
directly to the Board of Directors or a committee thereof.
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Section 14. Assistant Officers. Each Assistant Officer shall assist in the
performance of the duties of the officer to whom he is assistant and shall
perform such duties in the absence of the officer. He shall perform such
additional duties as the Board of Directors, the Chief Executive Officer, or
the officer to whom he is assistant, may from time to time assign to him.
Section 15. Tenure of Office. The Chief Executive Officer, the Chairman,
and the President shall each hold office for the year for which the Board was
elected and until the appointment and qualification of his successor or until
his earlier death, resignation, disqualification or removal by the Board of
Directors. All other officers and employees shall hold office at the
pleasure of the appropriate appointing authority.
Section 16. Resignation. An officer may resign at any time by delivering
written notice to the Bank. A resignation is effective when the notice is
given unless the notice specifies a later effective date.
Article V. Fidelity Bonds
Section 1. Fidelity Bonds, for the faithful performance of their duties,
shall be carried on all officers and employees in such form and amounts as
the Board of Directors or Chief Executive Officer may require.
Article VI. General Powers of Officers
Section 1. The corporate seal of the Bank may be imprinted or affixed by any
process. The Secretary and any other officers authorized by resolution of
the Board of Directors shall have authority to affix and attest the corporate
seal of the Bank.
Section 2. The authority of officers and employees of this Bank to execute
documents and instruments on its behalf in cases not specifically provided
for in these By-Laws shall be as determined from time to time by the Board of
Directors, or, in the case of employees, by officers in accordance with
authority given them by the Board of Directors.
Section 3. Each of the Chairman of the Board, any Vice Chairman, the
President, any one of the Vice Presidents, the Cashier or the Secretary of
this Bank is hereby authorized to pledge assets of the Bank as security for
the safekeeping and prompt payment of deposits of public funds, or other
funds, as required or permitted by law. Such officers may also pledge assets
of the Bank as may be authorized from time to time by the Board of Directors;
Article VII. Stock Certificates
Section 1. Certificates of stock of the Bank shall be signed by the Chairman
of the Board, or a Vice Chairman, or the President, or a Vice President, and
countersigned by the Cashier or an Assistant Cashier, or by the Secretary or
an Assistant Secretary, and shall be sealed with the seal of the Bank. The
seal may be a facsimile. Where any such certificate is manually
countersigned by two authorized officers, or is manually countersigned by one
authorized officer and manually signed by a Registrar, the signature of the
Chairman of the Board, or a Vice Chairman, or the President, or Vice
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President upon such certificate may be a facsimile. In case any such officer
who has signed or countersigned, or whose facsimile signature has been placed
upon such certificate shall have ceased to be an officer before such
certificate is issued, it may be issued by the Bank with the same effect as
if such officer were still an officer at the time of this issue.
Section 2. The shares of stock of the Bank shall be transferable only on its
books upon surrender of the stock certificate for such shares properly
endorsed.
Section 3. Transfers of stock shall not be suspended preparatory to the
declaration of dividends, but dividends shall be paid to the shareholders in
whose name the stock is standing on the records of the Bank at the close of
business on such day subsequent to the date of declaration of the dividend as
the Board of Directors may designate.
Section 4. If a stock certificate shall be lost, stolen, or destroyed, the
shareholder may file with the Bank an affidavit stating the circumstances of
the loss, theft or destruction and may request the issuance of a new
certificate. He shall give to the Bank a bond which shall be in such sum,
contain such terms and provisions and have such surety or sureties as the
Board of Directors may direct. The Bank may thereupon issue a new
certificate replacing the certificate lost, stolen or destroyed.
Article VIII. General
Section 1. Exercise of Authority During Emergencies. The Board of Directors
or the Executive Committee may from time to time adopt resolutions
authorizing certain persons and entities to exercise authority on behalf of
this Bank in time of emergency, and in the time of emergency any such
resolutions will be applicable, notwithstanding any provisions to the
contrary contained in these By-Laws.
Section 2. Charitable Contributions. The Board of Directors may authorize
contributions to community funds, or to charitable, philanthropic, or
benevolent instrumentalities conducive to public welfare in such sums as the
Board of Directors may deem expedient and in the interest of the Bank.
Section 3. Fiscal Year. The fiscal year of the Bank shall be the calendar
year.
Section 4. Amendments. These By-Laws may be altered, amended, added to or
repealed by a vote of a majority of the Board of Directors at any regular
meeting of the Board of Directors, or at any special meeting of the Board of
Directors called for that purpose.
Section 5. Notice; Waiver of Notice. Any notice required to be given to any
shareholder or Director may be given either personally or by sending a copy
thereof through the mail, or by telegram, charges prepaid, or by facsimile to
his or her address or telephone number, as the case may be, appearing on the
books of the Bank, or supplied by him or her to the Bank for the purpose of
notice. If the notice is sent by mail or by telegraph, it shall be deemed to
have been given to the person entitled thereto when deposited in the United
States mail or with a telegraph office for transmission to such person. Each
notice shall specify the place, day, and hour of the meeting, and, in the
case of a special meeting, the general nature of the business to be
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transacted. Unless otherwise provided by law, whenever any notice is
required to be given to any shareholder or Director under the provisions of
these By-Laws or under the provisions of the Articles of Association, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, will be deemed
equivalent to the given of such notice. Except in the case of a special
meeting of shareholders or Directors, neither the business to be transacted
nor the purpose of the meeting need by specified in the waiver of notice of
such meeting. Attendance of a person either in person or by proxy, when
permitted, will constitute a waiver of notice of such meeting, except where
such person attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting was not lawfully called or
convened.
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Exhibit T-1-6
<PAGE>
Exhibit T-1-6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, as amended by the Trust Indenture Reform Act of 1990, in
connection with the proposed issuance by American Express Company (a New York
Corporation) of its Debt Securities, we hereby consent that reports of
examination by Federal, State, Territorial, or District authorities may be
furnished by such authorities to the Securities and Exchange Commission
upon request therefor.
PNC BANK, NATIONAL ASSOCIATION
(Trustee)
By /s/ Fred J.Deramo
______________________________
Fred J. Deramo
Vice President
Dated: May 21, 1997
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Exhibit T-1-7
<PAGE>
Exhibit T-1-7
SCHEDULE RC - BALANCE SHEET
FROM
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of
PNC BANK, NATIONAL ASSOCIATION
of PITTSBURGH in the state of PENNSYLVANIA
at the close of business on
December 31, 1996
filed in response to call made by
Comptroller of the Currency,
under title 12, United States Code, Section 161
Charter Number 540
Comptroller of the Currency Northeastern District
BALANCE SHEET
Thousands
of Dollars
----------
ASSETS
Cash and balances due from depository institutions
Noninterest-bearing balances and currency and coin. . . $ 3,245,966
Interest-Bearing Balances . . . . . . . . . . . . . . . 150,803
Securities
Held-to-maturity securities . . . . . . . . . . . . . . 0
Available-for-sale securities . . . . . . . . . . . . . 8,786,227
Federal funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBFs:
Federal funds sold. . . . . . . . . . . . . . . . . . . 1,856,681
Securities purchased under agreements to resell . . . . 0
Loans and lease financing receivables:
Loans and leases, net of unearned income $40,025,746
LESS: Allowance for loan and lease losses 745,426
Loans and leases, net of unearned income, ----------
allowance and reserve . . . . . . . . . . . . . . . . . 39,280,320
Trading assets .......................... . . . . . . . . 15,481
Premises and fixed assets (including capitalized leases). 698,730
Other real estate owned . . . . . . . . . . . . . . . . . 76,903
Investments in unconsolidated subsidiaries and
associated companies . . . . . . . . . . . . . . . . . 560,668
Customers' liability to this bank on acceptances
outstanding . . . . . . . . . . . . . . . . . . . . . . 53,564
Intangible assets . . . . . . . . . . . . . . . . . . . . 1,158,419
Other assets. . . . . . . . . . . . . . . . . . . . . . . 1,401,199
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Total Assets. . . . . . . . . . . . . . . . . . . . . . $ 57,284,961
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LIABILITIES
Deposits:
In domestic offices . . . . . . . . . . . . . . . . . . $35,005,553
Noninterest-bearing $ 9,209,796
Interest-bearing 25,795,757
In foreign offices, Edge and Agreement
subsidiaries, and IBFs. . . . . . . . . . . . . . . . . 1,388,326
Noninterest-bearing $ 2,560
Interest-bearing 1,385,746
Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of its
Edge and Agreement subsidiaries, and in IBFs:
Federal funds purchased . . . . . . . . . . . . . . . . 2,912,006
Securities sold under agreements to repurchase. . . . . 196,756
Demand notes issued to U.S. Treasury. . . . . . . . . . . 2,133,251
Trading Liabilities . . . . . . . . . . . . . . . . . . . 2,059
Other borrowed money
With original maturity of one year or less. . . . . . . 7,620,267
With original maturity of more than one year. . . . . . 1,768,448
Mortgage indebtedness and obligations under
capitalized leases. . . . . . . . . . . . . . . . . . . 3,699
Bank's liability on acceptances executed and outstanding. 53,564
Subordinated notes and debentures . . . . . . . . . . . . 500,552
Other liabilities . . . . . . . . . . . . . . . . . . . . 1,071,888
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Total liabilities . . . . . . . . . . . . . . . . . . . . 52,655,369
EQUITY CAPITAL
Common Stock. . . . . . . . . . . . . . . . . . . . . . . 218,919
Surplus. . . .. . . . . . . . . . . . . . . . . . . . . . 1,971,534
Undivided profits and capital reserves. . . . . . . . . . 2,492,982
Net unrealized holding gains (losses) on
available-for-sale securities . . . . . . . . . . . . . (54,243)
Total equity capital. . . . . . . . . . . . . . . . . . . 4,629,592
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Total liabilities and equity capital. . . . . . . . . . .$ 57,284,961
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