EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
AMERICAN EXPRESS COMPANY
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
* * * * *
1. The name of the corporation is American Express Company.
2. The certificate of incorporation of said corporation was filed by the
Department of State on June 10, 1965.
3. (a) The certificate of incorporation is amended to change the
1,200,000,000 common shares of the par value of $.60 to 3,600,000,000
common shares of the par value of $.20.
(b) To effect the foregoing, Section 4(1) of the Certificate of
Incorporation is amended to read as follows:
"1. The aggregate number of shares of all classes which the
corporation shall have the authority to issue is 3,620,000,000
shares, consisting of 20,000,000 preferred shares of the par
value of $1.66 2/3 each and 3,600,000,000 common shares of the
par value of $.20 each."
4. (a) The presently authorized and issued 448,285,538 common shares with
a par value of $.60 per share are hereby changed into 1,344,856,614
issued common shares with a par value of $.20 per share in the ratio of
3 shares with a par value of $.20 per share for each share with a par
value of $.60.
(b) The presently authorized and unissued 751,714,462 common shares
with a par value of $.60 per share are hereby changed into
2,255,143,386 unissued common shares with a par value of $.20 per share
in the ratio of 3 shares with a par value of $.20 per share for each
share with a par value of $.60.
5. The amendment was authorized in the following manner:
The Board of Directors of American Express Company unanimously
authorized this amendment to its Certificate of Incorporation on
January 24, 2000. The shareholders of American Express Company approved
this amendment by vote of a majority of all outstanding shares entitled
to vote thereon at the annual meeting of shareholders held on April 24,
2000.
/s/ Stephen P. Norman
----------------------------
Stephen P. Norman
Secretary
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
AMERICAN EXPRESS COMPANY
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
* * * * *
1. The name of the corporation is American Express Company.
2. The certificate of incorporation of said corporation was filed by the
Department of State on June 10, 1965.
3. (a) The certificate of incorporation is amended to change the
1,200,000,000 common shares of the par value of $.60 to 3,600,000,000
common shares of the par value of $.20.
(b) To effect the foregoing, Section 4(1) of the Certificate of
Incorporation is amended to read as follows:
"1. The aggregate number of shares of all classes which the
corporation shall have the authority to issue is 3,620,000,000
shares, consisting of 20,000,000 preferred shares of the par
value of $1.66 2/3 each and 3,600,000,000 common shares of the
par value of $.20 each."
4. (a) The presently authorized and issued 448,285,538 common shares with
a par value of $.60 per share are hereby changed into 1,344,856,614
issued common shares with a par value of $.20 per share in the ratio of
3 shares with a par value of $.20 per share for each share with a par
value of $.60.
(b) The presently authorized and unissued 751,714,462 common shares
with a par value of $.60 per share are hereby changed into
2,255,143,386 unissued common shares with a par value of $.20 per share
in the ratio of 3 shares with a par value of $.20 per share for each
share with a par value of $.60.
5. The amendment was authorized in the following manner:
The Board of Directors of American Express Company unanimously
authorized this amendment to its Certificate of Incorporation on
January 24, 2000. The shareholders of American Express Company approved
this amendment by vote of a majority of all outstanding shares entitled
to vote thereon at the annual meeting of shareholders held on April 24,
2000.
/s/ Stephen P. Norman
----------------------------
Stephen P. Norman
Secretary