EXHIBIT 4.4
CERTIFICATE OF TRUST OF
AMERICAN EXPRESS COMPANY CAPITAL TRUST II
THIS Certificate of Trust of American Express Company Capital Trust I
(the "Trust"), dated of May 29, 1998, is being duly executed and filed on
behalf of the Trust by the undersigned, as trustee, to form a business trust
under the Delaware Business Trust Act (12 Del.C. (S) 3801 et seq.) (the "Act").
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1. Name. The name of the business trust formed by this Certificate of
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Trust is American Express Company Capital Trust II.
2. Delaware Trustee. The name and business address of the trustee of the
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Trust in the State of Delaware are Bankers Trust (Delaware), E. A. Delle Donne
Corporate Center, Montgomery Building, 1011 Centre Road, Suite 200, Wilmington,
Delaware 19805-1266.
3. Effective Date. This Certificate of Trust shall be effective upon its
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filing.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
of Trust in accordance with Section 3811(a)(1) of the Act.
BANKERS TRUST (DELAWARE), not in its
individual capacity but solely as
trustee
By: /s/ M. Lisa Wilkins
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Name: M. LISA WILKINS
Title: ASSISTANT SECRETARY