Exhibit
4(i)





	
  

 	
  

 	
  

 
	
 (Form
 of Supplemental Indenture Providing for Additional Trustee)

 
	
  

 
	
 



 
	
  

 
	
 AMERICAN
 EXPRESS COMPANY

 
	
 AND

 
	
  

 
	
 (                                                   )

 
	
  

 
	
 Trustee

 
	
  

 
	
  

 	
 



 	
  

 
	
  

 
	
 (Number)
 SUPPLEMENTAL INDENTURE

 
	
  

 
	
 Dated
 as of (Date)

 
	
  

 
	
 to

 
	
  

 
	
 [SUBORDINATED/SENIOR]
 INDENTURE

 
	
  

 
	
 Dated
 as of
              ,

 
	
  

 
	
 



 
	
  

 











          (Number)
SUPPLEMENTAL INDENTURE, dated as of (Date) (this “Supplemental Indenture”),
made and entered into by and between AMERICAN EXPRESS COMPANY, a corporation
organized and existing under the laws of the State of New York, having its
principal office at 200 Vesey Street, New York, New York 10285 (the “Company”),
and (Name of Trustee), (a New York Corporation) having its Corporate Trust
Office at (Address of Trustee), as Trustee (the “Supplemental Trustee”).


          WHEREAS,
the Company entered into an Indenture dated as of August 1, 2007 (as
supplemented from time to time, including pursuant to this Supplemental
Indenture, being hereinafter referred to as the “Indenture”), with The Bank of
New York Mellon (formerly known as The Bank of New York), a New York banking
corporation having its principal office at 101 Barclay Street, New York, New
York 10286, as trustee (the “Initial Trustee”), providing for the issuance by
the Company, from time to time, of notes, debentures or other evidences of
indebtedness to be issued in one or more series (the “Securities”), in such
principal amount or amounts as may from time to time be authorized by or
pursuant to the authority granted in one or more resolutions of the Board of
Directors of the Company; and


          WHEREAS,
the Company has issued pursuant to the Indenture the series of Securities
denominated its          with
respect to which          has
been appointed to serve as Trustee; and;


          WHEREAS,
Section 8.09 of the Indenture provides, among other things, that there shall at
all times be a Trustee for the Securities of each series that shall be a
corporation organized and doing business under the laws of the United States of
America or of any State or the District of Columbia, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000 subject to supervision or examination by Federal or State
authority, and having a corporate trust office in the Borough of Manhattan, The
City of New York, the State of New York, or in such other city as shall be set
forth in a resolution of the Board of Directors relating to the Securities
adopted pursuant to Section 3.01 of the Indenture, and the Supplemental Trustee
is such a corporation; and


          WHEREAS,
Section 8.09 of the Indenture provides, among other things, that a different
Trustee may be appointed by the Company for each series of Securities prior to
the issuance of such Securities, and that prior to the issuance thereof the
Company and such Trustee (if other than the Initial Trustee) shall execute and
deliver an indenture supplemental to the Indenture, which shall provide for the
appointment of such Trustee as Trustee for such series of Securities; and


          WHEREAS,
the Company desires to provide for the appointment of the Supplemental Trustee
as Trustee of any such series of Securities to be issued hereafter as the
Company shall designate pursuant to Section 3.01(s) of the Indenture prior to
the issuance of such series; and


          WHEREAS,
Section 11.01(g) of the Indenture provides that without the consent of the
Holders of Securities, the Company, when authorized by a resolution of the
Board of Directors, may enter into one or more indentures supplemental to the
Indenture for the purpose of evidencing and providing for the acceptance of
appointment thereunder of a Trustee other than the Initial Trustee as Trustee
for a series of Securities and adding to or changing any of the provisions of
the Indenture as shall be necessary to provide for or facilitate the
administration of the trusts under the Indenture by more than one Trustee,
pursuant to the requirements of Section 8.09 of the Indenture; and


          WHEREAS,
the entry into this Supplemental Indenture by the parties hereto is in all
respects authorized by the provisions of the Indenture; and


          WHEREAS,
all things necessary to make this Supplemental Indenture a valid agreement of
the Company in accordance with its terms have been done;


          NOW,
THEREFORE:


          In
consideration of the premises, of the purchase and acceptance of the Securities
by the holders thereof and of the sum of One Dollar duly paid by the
Supplemental Trustee at the execution and delivery of these presents, and for
other valuable considerations, the receipt whereof is hereby acknowledged, and
in order to provide for the appointment of, and to secure the agreement of, the
Supplemental







Trustee to act as Trustee for such series of
Securities, the Company, for itself and its successors, does hereby covenant
and agree to and with the Supplemental Trustee and its successors in said
trust, for the benefit of those who shall hold the Securities of such series,
or any of them, as follows:


          Section
1


          Pursuant
to the Board Resolution, the Company hereby appoints the Supplemental Trustee
as Trustee for such series of Securities for which it shall be designated to
act as Trustee as its agent to receive all the presentations, surrenders,
notices and demands with respect to the Securities of such series referred to
in Section 12.02 of the Indenture. The Supplemental Trustee hereby accepts the
foregoing appointment, and agrees to act as Trustee for the Securities of such
series and as agent for the foregoing purposes, and, as such, agrees to become
a party to, and be bound by the terms and provisions of, the Indenture as
supplemented hereby, it being understood that the Supplemental Trustee shall be
entitled to all the rights, immunities and exculpations and the standard of
care made available to the Trustees under the Indenture and that nothing
therein or in this Supplemental Indenture shall constitute the Supplemental
Trustee and any other Trustees for series of Securities issued pursuant to the
Indenture co-trustees of the same trust and that each such Trustee shall be
trustee of a trust or trusts under the Indenture separate and apart from any
trust or trust or trusts under the Indenture administered by any other such
Trustee.


          Section
2


          The
Indenture, as supplemented and amended by this Supplemental Indenture and all
other indentures supplemental thereto, is in all respects ratified and
confirmed, and the Indenture, the Supplemental Indenture and all indentures
supplemental thereto shall be read, taken and construed as one and the same
instrument.


          Section
3


          If
any provision hereof limits, qualifies or conflicts with another provision
hereof which is required to be included in this Supplemental Indenture by any
of the provisions of the Trust Indenture Act, such required provision shall
control.


          Section
4


          All
covenants and agreements in this Supplemental Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.


          Section
5


          In
case any provision in this Supplemental Indenture or in any series of
Securities for which Supplemental Trustee shall be designated to act as Trustee
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions of this Supplemental Indenture (or
of such series of Securities) shall not in any way be affected or impaired
thereby.


          Section
6


          Nothing
in this Supplemental Indenture, expressed or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, and the Holders
of any series of Securities for which Supplemental Trustee shall be designated
to act as Trustee, any benefit or any legal or equitable right, remedy or claim
under this Supplemental Indenture.


          Section
7


          This
Supplemental Indenture and each Security of any series for which Supplemental
Trustee shall be designated to act as Trustee shall be deemed to be a contract
made under the laws of the State of New York and this Supplemental Indenture
and each such Security for all purposes shall be governed by and construed in
accordance with the laws of the State of New York.


          Section
8


          All
terms used in this Supplemental Indenture not otherwise defined herein that are
defined in the Indenture shall have the meaning set forth therein.


          Section
9



3






          This
Supplemental Indenture may be executed in any number of counterparts, each of
which shall be an original; but such counterparts shall together constitute but
one and the same instrument.


          Section
10


          The
recitals contained herein and in the Securities for which Supplemental Trustee
shall be designated to act as Trustee, except the certificate of authentication
of the Supplemental Trustee thereon, shall be taken as statements of the
Company, and the Supplemental Trustee assumes no responsibility for their
correctness. The Supplemental Trustee makes no representations as to the
validity or sufficiency of the Indenture, this Supplemental Indenture or such
Securities and shall not be accountable for the use or application by the
Company of such Securities or the proceeds thereof.


          Section
11


          For
the purposes of this Indenture, the Corporate Trust Office of the Supplemental
Trustee at the date of execution of this Supplemental Indenture is located at
(Address).


          IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed as of the day and year first above written.


	
  

 	
  

 	
  

 
	
  

 	
 AMERICAN EXPRESS COMPANY

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 



 	
  

 
	
  

 	
 Name:

 	
  

 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 (Name of Trustee), 

 	
  

 
	
  

 	
 as Supplemental Trustee

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 



 	
  

 
	
  

 	
 Name:

 	
  

 
	
  

 	
 Title:

 	
  

 



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