EX-25.(A) 40 c58701_ex25a.htm c58701_ex25a.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

Exhibit 25(a)

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) |__|
___________________________

THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)

  New York 13-5160382  
  (State of incorporation (I.R.S. employer  
  if not a U.S. national bank) identification no.)  
 
  One Wall Street, New York, N.Y. 10286  
  (Address of principal executive offices) (Zip code)  
______________________________________
 
American Express Company
(Exact name of obligor as specified in its charter)
 
  New York 13-4922250  
  (State or other jurisdiction of (I.R.S. employer  
  incorporation or organization) identification no.)  
 
  200 Vesey Street    
  New York, New York 10285  
  (Address of principal executive offices) (Zip code)  
______________________________________
 
Senior Debt Securities
(Title of the indenture securities)

 



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.
         
    Name   Address
  Superintendent of Banks of the State of New York   One State Street, New York, N.Y.
        10004-1417, and Albany, N.Y. 12223
         
  Federal Reserve Bank of New York   33 Liberty Street, New York, N.Y. 10045
         
  Federal Deposit Insurance Corporation   Washington, D.C. 20429
     
  New York Clearing House Association   New York, New York 10005
     
   (b) Whether it is authorized to exercise corporate trust powers.
         
    Yes.    
         
2. Affiliations with Obligor.    
         
  If the obligor is an affiliate of the trustee, describe each such affiliation.    
         
  None.      
         
16.  List of Exhibits.    
         
  Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
         
  1.  A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
     
  4.  A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
     
  6. The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
     
  7.  A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 


SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 9th day of October, 2009.

THE BANK OF NEW YORK MELLON

By: /S/ FRANCA M. FERRERA          
      Name: FRANCA M. FERRERA
      Title: SENIOR ASSOCIATE

 


EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business June 30, 2009, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

ASSETS Dollar Amounts In Thousands
Cash and balances due from depository    
   institutions:    
   Noninterest-bearing balances and currency    
         and coin   3,228,000
   Interest-bearing balances   56,028,000
Securities:    
   Held-to-maturity securities   6,782,000
   Available-for-sale securities   39,436,000
Federal funds sold and securities purchased    
   under agreements to resell:    
   Federal funds sold in domestic offices   1,319,000
   Securities purchased under agreements to    
   resell   50,000
Loans and lease financing receivables:    
   Loans and leases held for sale   0
   Loans and leases, net of unearned    
         income   29,318,000
   LESS: Allowance for loan and    
         lease losses   414,000
   Loans and leases, net of unearned    
         income and allowance   28,904,000
Trading assets   6,282,000
Premises and fixed assets (including    
   capitalized leases)   1,115,000
Other real estate owned   6,000
Investments in unconsolidated subsidiaries    
   and associated companies   830,000
Direct and indirect investments in real estate    
   ventures   0
Intangible assets:    
   Goodwill   4,949,000
   Other intangible assets   1,514,000
   Other assets   11,560,000
   Total assets   162,003,000
     
     
     
     


LIABILITIES    
Deposits:    
   In domestic offices   57,327,000
   Noninterest-bearing   32,885,000
   Interest-bearing   24,442,000
   In foreign offices, Edge and Agreement    
         subsidiaries, and IBFs   74,161,000
   Noninterest-bearing   2,846,000
   Interest-bearing   71,315,000
Federal funds purchased and securities sold    
         under agreements to repurchase:    
   Federal funds purchased in domestic    
       offices   414,000
   Securities sold under agreements to    
       repurchase   13,000
Trading liabilities   6,144,000
Other borrowed money:    
   (includes mortgage indebtedness and    
   obligations under capitalized leases)   2,695,000
Not applicable    
Not applicable    
Subordinated notes and debentures   3,490,000
Other liabilities    
    5,064,000
Total liabilities   149,308,000
 
EQUITY CAPITAL    
Perpetual preferred stock and related    
   surplus   0
Common stock   1,135,000
Surplus (exclude all surplus related to    
   preferred stock)   8,297,000
Retained earnings   7,991,000
Accumulated other comprehensive income   -5,097,000
Other equity capital components   0
Total bank equity capital   12,326,000
Noncontrolling (minority) interests in    
   consolidated subsidiaries   369,000
Total equity capital   12,695,000
Total liabilities and equity capital   162,003,000


     I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

   Thomas P. Gibbons,
Chief Financial Officer

     We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

     
Gerald L. Hassell    
Robert P. Kelly             Directors
Catherine A. Rein