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PRELIMINARY COPY, SUBJECT TO COMPLETION DATED MARCH 30, 2009 PROXY STATEMENT OF PETER LINDNER IN CONNECTION WITH THE 2009 ANNUAL MEETING OF STOCKHOLDERS OF AMERICAN EXPRESS COMPANY INTRODUCTION This Proxy Statement (the "Proxy Statement") and the accompanying form of Proxy are being furnished by Peter Lindner ("Mr. Lindner") to the stockholders (the "Stockholders") of American Express Company (the "Company" or "Amex") in connection with his solicitation of proxies to be voted at the Company's 2009 Annual Meeting of Stockholders (the "Annual Meeting"). The Company has announced that the Annual Meeting will be held on Monday, April 27, 2009, at 10:00 a.m. Eastern Time local time at: American Express Company 200 Vesey Street, 26th floor New York, New York 10285 This Proxy Statement and form of Proxy are being mailed to Stockholders on or about April 10, 2009. REASON FOR SHAREHOLDER PROPOSAL AND MR. LINDNER'S RUN FOR DIRECTOR Mr. Lindner is soliciting proxies from fellow Stockholders and fellow former Employees to elect Mr. Lindner to the Board of Directors of the Company (the "Board") at the Annual Meeting. Mr. Lindner is asking Stockholders to enact a Shareholder Proposal (the "Proposal") on revising Amex's Code of Conduct (the "Code"). Sometimes (and Mr. Lindner has been wrong about this in the past), there is a new wave sweeping across the country for a revision of ethics. Mr. Lindner wishes Amex to lead the country in having a good code of conduct, rather than have incidents occur periodically that cause pain, embarrassment, and social/financial disorder - which has happened in the US Congress and in companies such as Enron. Please note that Amex told the SEC that this proposal is "ordinary business" and thus should not be voted on by the Shareholders. This is quite untrue, since it is a rarity for any body (government or corporation) to ask for the Truth and give a blanket amnesty for telling it. And then firing those who do not tell the truth. Well, lesser forms of punishment for lesser infractions. In order to make this document acceptable to challenges from the SEC and from Amex, this proxy has too much additional information, for which Mr. Lindner apologizes. THE TEXT OF THE SHAREHOLDER ETHICS PROPOSAL Amend Amex's Employee Code of Conduct ("Code") to include mandatory penalties for non-compliance, the precise scope of which shall be determined after an independent outside compliance review of the Code conducted by outside experts and representatives of Amex's board, management, employees and shareholders. This shall include a Truth Commission, patterned after the Truth Commissions used in South Africa to end Apartheid, for instance (which runs 70 pages). REASONS FOR BRINGING SUCH BUSINESS TO THE ANNUAL MEETING Personal experience and anecdotal evidence show that the Code has been breached and not enforced. Rather, management (VP and above) regard the Code as nothing more than mere Sarbanes-Oxley (SOX) compliance (see paragraph below on quotes about SOX; Amex has filed its Code with the Securities and Exchange Commission SEC for many years.) This lack of adherence to basic principles of conduct erodes confidence in the Company, has affected or will affect the market price of the Company's shares, and warrants attention from the shareholders. Also below (after quotes) is the chronology of Amex's (in varying degrees of successfulness) of preventing this issue from being discussed with the Shareholders. QUOTES FROM OTHER SOURCES ON SOX AND ETHICS AND SEC "Sarbanes-Oxley and businesses work together to increase the overall integrity and ethics in business. The act came in the wake of a series of corporate financial scandals, including those affecting Enron, Tyco International, and WorldCom (now MCI). The law is named after sponsors Senator Paul Sarbanes (D-MD) and Representative Michael G. Oxley (R- OH). It was approved by the House by a vote of 423-3 and by the Senate 99-0." http://www.globalethicsuniversity.com/sarbanes-oxley-compliance.php "The following is a brief list of selected cooperate governance rulemaking by the SEC, NYSE and NASDAQ. Companies covered by these regulatory bodies are required to: * Adopt a Code of Ethics applicable to specific officers * Adopt a Code of Conduct applicable to all directors, officers and employees * Create an environment that encourages employees to report violations * Adopt procedures that allow employees a confidential and anonymous process for submitting concerns * Adopt procedures that facilitate the effective operation of the code * Protect individuals from retaliation who report violations of the code of conduct " http://www.kenexa.com/Solutions/Survey/SarbanesOxleyCompliance.aspx DETAILS ON AMEX ATTEMPTS TO STOP COMMUNICATIONS TO SHAREHOLDERS American Express ("Amex") went to Federal Court to stop Mr. Lindner from communicating with shareholders by doing the following: 1. Amex got a Federal Judge (a Magistrate Judge) in the Southern District of New York (SDNY) to prohibit Mr. Lindner from attending the Amex April 2007 Shareholder Meeting. 2. Amex got the same SDNY Judge to prevent Mr. Lindner from communicating with the SEC (Securities and Exchange Commission). 3. Amex tried to get Mr. Lindner to get the SEC to withdraw his March 2007 SEC preliminary filing (#0001394849-07-000002) to have a Shareholder Proposal and for running for the Amex Board. The SEC said that any filing made cannot be retracted, as it is instantaneously place on computers all over the world. 4. Amex got the Judge to stop Mr. Lindner from communicating with the SEC. 5. Amex got the Judge to have Mr. Lindner remove his April 2007 website completely, via an ex parte conference call with the Judge, Mr. Lindner, and Mr. Lindner's lawyer (and without Amex). 6. Amex gave a promise in open court to make a written contract outlining these restrictions, but then got the Judge to allow Amex to not make the contract in writing, and then enforce the "verbal" contract. This is noteworthy, since the written contract would have included the terms of the June 2000 Amex-Lindner contract [attached as PDF - see page 14 of 16, paragraph 20 - in PACER (a public access to the Court system) as Document 17 Filed 12/20/2006], which gave Mr. Lindner 21 days to show the terms of the contract to a lawyer, and 7 days after signing the contract to revoke it. However, by not putting the contract in writing, Amex was able to enforce the contract without allowing Mr. Lindner to revoke it or "sign and revoke" the contract. Amex was (and still is) represented by the law firm of Kelley Drye & Warren LLP. 7. Amex got the Magistrate Judge to prohibit Mr. Lindner from asking questions at the 2007 Meeting. 8. The April 2007 Meeting passed without Mr. Lindner's being able to attend, since it would have been in Contempt of Court if Mr. Lindner went to the Meeting. 9. Mr. Lindner spent $20,000 in legal fees to get a higher federal SDNY Judge (a US District Judge) to invalidate the restrictions on Mr. Lindner, with one major exception: The Court kept the restriction that Mr. Lindner can not reveal the contents of the Contract, nor can Mr. Lindner reveal the transcript of the "open Court" session where the alleged oral agreement is discussed. That transcript "LindnervAmEx032907.pdf" has been sealed by the Magistrate Judge at Amex's request, and remains sealed. 10. For the record, the US District Judge ruled that Amex "failed to establish ... the existence of a binding oral settlement agreement." This is in his 24 page decision of May 31 2007, which is publicly available on PACER (included here as a PDF, Document 51 Filed 06/05/2007) and should be on the website mentioned in this Proxy and Shareholder Proposal statement. In other words, Amex had no right in April 2007 to stop Mr. Lindner from filing with the SEC nor from attending the April 2007 Shareholders' Meeting. 11. Amex also attempted (but did not succeed) to stop Mr. Lindner from speaking at the upcoming Amex April 2009 Shareholder Meeting. Amex's reasoning was "American Express CEO, Kenneth Chenault, presides over the shareholders meetings and ... Mr. Lindner may ... either directly or indirectly, discuss his claims against Defendants [Amex] with Mr. Chenault." 12. But the SDNY Magistrate Judge ruled "The Court will not place restrictions on Mr. Lindner's speech at a shareholders' meeting. Counsel can be present and can adverse her client [Mr. Kenneth Chenault] at that time. Any communications with the Board of Directors must be in writing and sent through Defendants' counsel. So Ordered. 3/12/09." 13. Interestingly enough, Amex claimed in 2007 that Amex had an oral agreement to settle Mr. Lindner's suit and thus Mr. Lindner had willingly agreed to these restrictions. However, two years later now in 2009 when there clearly was and is no agreement between Amex and Mr. Lindner, Amex again attempted to stop Mr. Lindner from communicating with the SEC. This time, the SDNY Magistrate Judge ruled "The Court has placed no restrictions on Plaintiff's [Mr. Lindner's] communications with the SEC. So Ordered.".(attached as Document 143 Filed 03/23/2009) This proxy filing is written in the spirit of that Magistrate Judge's order that there are "no restrictions" on communication with the SEC. 14. It is a tough job to bring a shareholder's proposal. Mr. Lindner is single (not married) and has no children, but if either of these conditions were not true (e.g. married with children) then Mr. Lindner would have been discouraged by his spouse or the needs of his children from continuing this (4 years and counting) battle against a multinational firm, such is Amex. This previous statement is hypothetical, but still within the realm of reality. 15. Moreover, Mr. Lindner submitted his 500-word Shareholder Proposal prior to Jan 1 2009 (see PDF of letter to Secretary of the Corporation Stephen Norman of December 30 2009) where Mr. Lindner states that he wishes "to cooperate with the Board in making any changes to the proposal that would make it amenable to them" (cover letter, paragraph 1), yet Amex wrote the SEC that the vagueness (see page 8 of 37 page letter of Jan 22 2009) of the 500 word Proposal: "The Proposal at hand is inherently vague and indefinite because it fails to define critical terms or otherwise provide guidance as to how it should be implemented. No definition of "outside experts" is provided, for example, and no explanation is given as to how such experts would be selected. Likewise, the Proposal contains no elaboration of the process whereby "representatives of Amex's board, management, employees and shareholders" will be chosen, nor does it make clear how the distinction between these overlapping groups will be drawn." Mr. Lindner was constrained by Amex's bylaws to 500 words, and Mr. Lindner noted he would make changes. For the record, this proxy is 5,000 words long (without attachments). 16. Amex also states to the SEC that this Shareholder Proposal is a redress of a personal claim. Actually, it is comparable to saying the Civil Rights Act of 1964 gives redress of person's right (e.g. Rosa Parks) to sit on a bus. The issue is true: Mr. Lindner was wronged, however, it was not for a mere violation of Federal Law, but also for breach of a written contract. The case with Mr. Lindner is clear-cut in that if the Amex participants had written a memo, this alone would have solved the matter. It took Mr. Lindner 3 years to get the handwritten note DEF00370 from Amex's investigating attorney. (Amex has declined to release that document.) If the Code of Conduct can not solve such a clear case, then it is likely that a non-contract case would be harder to prove. So, Mr. Lindner decided that it was worth his personal aggravation and a substantial part of his money to fight the good fight, which hopefully would uncover other Amex people who have been wronged in the past, and in the future stop others from having to fight and possibly lose this same battle (and possibly losing for lack of resources: money, psychological support, ability to write, to use the PC and fear of being ostracized). For the record, the Civil Rights Act of 1964 was designed to help African-Americans, but was changed to help women and whites, too (see Wikipedia). Mr. Lindner is white, but that law was used to help him, since title VII of the Civil Rights Act of 1964 says "employee" covers former employees also, as ruled by a unanimous 1997 Supreme Court ruling. Mr. Lindner notes for the record that Mr. Lindner can walk unassisted, yet slots cut into sidewalks to allow wheelchairs may yet one day help me. Doing the right thing for a small class of people, can sometimes help a much larger class of people in the future. Or to use the more eloquent phrasing of Cardinal Roger Mahony in 1998 [original source perhaps Gandhi?] "Any society, any nation, is judged on the basis of how it treats its weakest members -- the last, the least, the littlest." 17. Amex complained to the Court that Mr. Lindner was speaking to the Secretary of the Corporation Stephen Norman about being on the Board, and got the Magistrate Judge to threaten to dismiss Mr. Lindner's suit (attached Pacer Document 133 Filed 03/05/2009) if this happens again. The Judge refers to an order of Nov 21 2008 (attached Document 93 Filed 11/21/2008), which bars Mr. Lindner from contacting Ms. Park's client, which has now expanded from Qing Lin and Amex, to any employee of American Express. 18. Look at all the documentation this proxy references just to make a point: that Amex breached a written agreement, as well as violating a federal law (EEOC), and fought against admitting it for several years and tens of thousands of dollars, with 30 page letters and a hundred court exhibits (yes, there are more). This proxy is technical and 13 pages long, and has approximately ten attachments of varying complexity and subtlety. 19. Conclusion: Thus, the Amex Code ought to be revised to make it easier for someone to correct an injustice, rather than expend all this energy to win a matter that the Amex employees themselves have admitted breaches of the June 2000 Amex-Lindner contract. WHY YOU SHOULD ADD LINDNER TO THE BOARD OF DIRECTORS * In Mr. Lindner's opinion, the current Code is beautiful to look at, but not worth much in operational terms. Mr. Lindner believes there is no stronger message that can be sent to The Company's Board and management this year than dual approval of a shareholder resolution to fix the Code and to install Mr. Lindner to ensure that this task is done. WHY YOU SHOULD VOTE FOR THE LINDNER SHAREHOLDER ETHICS PROPOSAL * Sometimes transparency in words and deeds can have unexpected morale and financial benefits. Your clear message in this election will directly assist Mr. Lindner in convincing the directors that a change in the Code is long overdue. Mr. Lindner believes this will be the shortest path to the restoration of shareholder value and the realization of The Company's promise of ethical behavior. Amex trusts its customers to give their word and stand by it, and billions of dollars are made on that premise. It would be hypocrisy at best for Amex to give its word, yet not carry it out. *Mr. Lindner has first hand knowledge of The Company's technology and of its operations and its culture. Mr. Lindner has spent nine years working at American Express, Travel Related Services (TRS), and Amex Bank. His resume (and much more detail) is on the website: www.AmexTruth.com (It stands for Amex Truth commission - the shareholder proposal to investigate whether Amex has a few or has many incidents of where the Amex Code of Conduct has been violated.) Mr. Lindner has handled mailings, reviewed credit histories of the millions of cardmembers, and potential c/m's, as well as work with mathematical modeling, risk management, securitization of our portfolio, modernization of the Banking system, and has even helped (with his manager/director) save a key product line by showing its viability/profitability. * * THIS SOLICITATION IS BEING MADE BY MR. LINDNER AND NOT ON BEHALF OF THE BOARD Mr. Lindner is a former Senior Manager of the Company. He is an experienced computer programmer, modeler, database marking specialist - and is literate. PLEASE DISREGARD ANY PROXY CARD YOU RECEIVE FROM THE COMPANY. MR. LINDNER ENCOURAGES YOU TO RETURN ONLY THE ENCLOSED [Tan? COLOR??] PROXY CARD. RECOMMENDATIONS IF LINDNER IS ELECTED If elected, Mr. Lindner plans to make the following recommendations to the Board, which Mr. Lindner believes are in the best interests of the Company and its Stockholders: * Work closely with the various stakeholders at Amex - the shareholders, the employees, the customers and the vendors - to get reasonable solutions to the ethical demands in a modern business. Ethics is the fancy way of saying doing right when personal gains may say to choose a different path. Lies, pandering, obfuscation, hypocrisy - why these are the very things that the Securities and Exchange Acts sought to get rid of in the 1930's, and from those beginnings, a strong NY Stock Exchange was created, to the envy of the world. We can make money and not lose our morality or ethics. Mr. Lindner is actually saying that perhaps we will make more money with ethical conduct than by not having ethics. * Thoroughly investigate all instances of ethical quandaries faced by Amex over the last fifteen years. Some people say there is nothing to be done, but Mr. Lindner says that others have faced greater problems than dealing with the ethics of an already pretty good company. Getting rid of slavery for one (okay, that was 150 years ago), resolving death squads and apartheid by having Truth Commissions, handling sexual improprieties in the US Congress, balancing the rights of poor and wealthy citizens. Let us go the extra distance and make American Express's Code of Conduct a document to be proud of, which reflects the honest aspirations of its best employees, its worthy management and directors, and of course its shareholders who care for these concerns and more. Mr. Lindner asks for your vote for Director in Amex's Board and for the Shareholder Proposal to revise the Code of Conduct in the coming year in an open and honest fashion, using the best minds of not just Amex's constituents, but also of scholars, academics, business leaders and politicians. This will be a Code of Conduct that can work in the 21st century. No more will the powerful Amex fight just people who are racist and who do not pay their bills, but also chide and penalize those who break the honest standards set by the Company. This will not be like Enron, where Ken Lay allowed a transgression by a "top performer," thus abandoning his supposed ethics. The film "Enron: The Smartest Guys in the Room [2005]" details how this path led to Enron's ruin, and that of its hardworking employees, the community, and many hapless investors. EVEN AFTER YOU HAVE SUBMITTED YOUR PROXY, YOU MAY CHANGE YOUR VOTE AT ANY TIME BEFORE THE MEETING BY SENDING A DULY EXECUTED PROXY WITH A LATER DATE TO _____________________ AT THE ADDRESS ON THE BACK COVER. NOMINEE FOR DIRECTOR GENERAL The by-laws of the Company provide that the exact number of directors shall be fixed by resolution of the Board. According to public information, the Board currently consists of ten members having one- year terms. THE LINDNER NOMINEE The information below concerning age and principal occupation has been furnished by Peter Lindner NAME AGE PRINCIPAL OCCUPATION Peter Lindner 59 Computer Programmer Mr. Lindner is currently an employee of Time Warner Cable Company in NYC, and has been at TWC since 2007. (This month, March 2009, TWC became a separate company from Time Warner.) He programs in SAS (a Statistical Analysis System used among many companies, including American Express and IBM), and Excel, among other computer languages. Mr. Lindner has been a professional computer person for over 35 years, a SAS programmer for 25 years, and an Excel programmer/user for 15 years. In between 2003 and 2007, Mr. Lindner worked as an independent consultant, after being laid off from IBM in 2003. In the past fifteen years, Mr. Lindner's specialty has been statistical programming, risk management, direct mail, and systems analysis. Mr. Lindner joined The Company (American Express) in 1990, worked in American Express Travel Related Services, then American Express Bank Headquarters in NYC, and then back to TRS for Risk Management. Mr. Lindner helped with various models, including working with his manager to create Amex's first Bankruptcy Model, which became operational even at its early stages, and was later productionized with a team of consultants into its current form. Mr. Lindner used Continuous Process Improvement (CPI) to build a small reporting system into a quickly responsive production system of 90+ measures of credit card performance - this latter lead to saving the Optima card which was to have been killed by conventional average losses. The reporting system showed that the losses were less each year, and were now positive with its learning curve (a slight reference to this was made in Amex's Annual Report). Mr. Lindner has two degrees from the Massachusetts Institute of Technology (MIT), both undergraduate and from their business school, with a concentration in both finance and management information systems. Peter Lindner DATE OF TRANSACTION AMOUNT OF COMMON SHARES PURCHASED (P) / SOLD (S) 1990- 1998 800* (P) *approximately PETER LINDNER RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF PETER LINDNER LISTED BELOW AND IN FAVOR OF THE ETHICS PROPOSAL AND NOT RETURN THE COMPANY'S PROXY CARD TO THE COMPANY AND NOT VOTE IN FAVOR OF THE NOMINEES OF THE COMPANY. QUESTIONS CONCERNING THIS PROXY STATEMENT OR THE ENCLOSED [COLOR??] PROXY CARD SHOULD BE DIRECTED TO: _______________________ ________________________, ______________________ CALL 1-212-979-9647 ____________ VOTING Based on public information, the Board has fixed the close of business on Febuary 27, 2009 as the record date for the determination of the Stockholders entitled to notice of and to vote at the Annual Meeting. Based the latest available public information, there were approximately 1,160 million shares of common stock outstanding on March 2009. The holders of a majority of such shares, represented in person or by proxy, shall constitute a quorum at the Annual Meeting. A quorum is necessary before business may be transacted at the Annual Meeting except that, even if a quorum is not present, the Stockholders present in person or by proxy shall have the power to adjourn the meeting from time to time until a quorum is present. Each Stockholder entitled to vote shall have the right to one vote for each share of common stock outstanding in such Stockholder's name. Directors are to be elected by a plurality of the votes cast at the Annual Meeting. With respect to any other matter that may properly be brought before the Annual Meeting, the affirmative vote of a majority of the votes cast by Stockholders entitled to vote thereon is required to take action, unless a greater percentage is required either by law or by the Company's certificate of incorporation or by-laws. In determining the number of votes cast with respect to any voting matter, only those cast "for" or "withhold authority" are included. Abstentions will be considered present and entitled to vote at the Annual Meeting but will not be counted as votes cast. Accordingly, abstentions will have no effect on the vote. Similarly, where brokers submit proxies but are prohibited and thus refrain from exercising discretionary authority in voting shares on certain matters for beneficial owners who have not provided voting instructions with respect to such matters (commonly referred to as "broker non-votes"), those shares will be considered present and entitled to vote at the Annual Meeting but will not be counted as votes cast as to such matters and thus will have no effect on the vote. Execution and return of the enclosed [COLOR??] Proxy Card will not affect a Stockholder's right to attend the Annual Meeting and vote in person. Any Stockholder that executes and returns a Proxy Card has the right to revoke it by giving notice of revocation to the Secretary of the Company at any time before the Proxy is voted. Unless contrary instructions are indicated on the enclosed [COLOR??] Proxy Card, all shares of common stock represented by valid Proxies received pursuant to this solicitation (which have not been revoked as described above) will be voted (a) FOR the election of Peter Lindner, and (b) in favor of the Lindner shareholder proposal to revise the Amex Code of Conduct and (c) to vote against a director at the discretion of the Proxy holder(s), on such other business as may properly come before the Annual Meeting, including any adjournment(s) or postponements(s) thereof. IF YOU WISH TO VOTE FOR PETER LINDNER, YOU MUST EXECUTE AND RETURN THE ENCLOSED [COLOR??] PROXY CARD AND SHOULD NOT EXECUTE OR RETURN THE COMPANY'S PROXY CARD. DO NOT RETURN ANY PROXY CARD OTHER THAN THE [COLOR??] PROXY CARD. IF YOU RETURN MORE THAN ONE PROXY CARD THERE IS A RISK THAT YOUR SHARES WILL NOT BE VOTED AS YOU DESIRE, BECAUSE ONLY THE LATEST DATED PROXY CARD YOU SUBMIT COUNTS. EVEN AFTER YOU HAVE SUBMITTED YOUR PROXY, YOU MAY CHANGE YOUR VOTE AT ANY TIME BEFORE THE MEETING BY SENDING A DULY EXECUTED PROXY WITH A LATER DATE TO ______________________ AT THE ADDRESS ON THE BACK COVER. IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK OR NOMINEE ON THE RECORD DATE, ONLY IT CAN VOTE YOUR SHARES AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND GIVE INSTRUCTIONS FOR YOUR SHARES TO BE VOTED ON THE [COLOR??] PROXY CARD FOR PETER LINDNER. YOUR VOTE AT THIS YEAR'S ANNUAL MEETING IS ESPECIALLY IMPORTANT. PLEASE SIGN AND DATE THE ENCLOSED [COLOR??] PROXY CARD AND RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE PROMPTLY. INFORMATION CONCERNING PERSONS WHO MAY SOLICIT PROXIES Under the applicable regulations of the Securities and Exchange Commission, Mr. Lindner is deemed to be a "participant" in our solicitation of proxies. The name, business address and principal occupation of each of Mr. Lindner appears earlier in this Proxy Statement. Except as described in this Proxy Statement, neither the Participant nor any of his respective affiliates or associates (together, the "Participant Affiliates"), (i) directly or indirectly beneficially owns any securities of the Company or of any subsidiary of the Company or (ii) has had any relationship with the Company in any capacity other than as a Stockholder, with the exception of the lawsuit filed in Federal Court mentioned in the Shareholder Proposal. Furthermore, except as described in this Proxy Statement, neither the Participant nor any Participant Affiliate is a party to any transaction or series of transactions since January 1, 2006, or has knowledge of any currently proposed transaction or series of transactions, (i) to which the Company or any of its subsidiaries was or is to be a party, (ii) in which the amount involved exceeds $60,000, and (iii) in which the Participant or Participant Affiliate had or will have, a direct or indirect material interest. Except as described in this Proxy Statement, neither the Participant nor any Participant Affiliate has entered into any agreement or understanding with any person respecting any (i) future employment by the Company or its affiliates or (ii) any transactions to which the Company or any of its affiliates will or may be a party. Except as described in this Proxy Statement, there are no contracts, arrangements or understandings by the Participant or Participant Affiliates within the past year with any person with respect to any capital stock of the Company. COST AND METHOD OF SOLICITATION Mr. Lindner will bear the cost of this solicitation. While no precise estimate of this cost can be made at the present time, we currently estimate that we collectively will spend a total of approximately $5,000 for our solicitation of proxies, including expenditures for attorneys, solicitors and advertising, printing, transportation and related expenses. As of April 1 2009, we have incurred proxy solicitation expenses and legal expenses of approximately $10,000. We expect to seek reimbursement from the Company for our expenses in connection with this solicitation. In addition to soliciting proxies by mail, proxies may be solicited in person or by telephone, telecopy, e- mail or the Internet. We will also reimburse brokers, fiduciaries, custodians and other nominees, as well as persons holding stock for others who have the right to give voting instructions, for out-of- pocket expenses incurred in forwarding this Proxy Statement and related materials to, and obtaining instructions or authorizations relating to such materials from, beneficial owners of Company capital stock. We will pay for the cost of these solicitations, but these individuals will receive no additional compensation for these solicitation services. We have retained the proxy solicitation firm of ADP at customary fees, plus reasonable out-of-pocket expenses, to participate in the solicitation of proxies and revocations, up to $1,000. We also have agreed to indemnify _________________ against certain liabilities and expenses. We estimate that no employees of American Express will be involved in the solicitation of proxies on my behalf, since American Express has successfully filed in Federal Court to stop communication between Mr. Lindner and any employee of American Express, and has further required that there be no oral communication but if there is written communication, it must be censored and passed through American Express's attorney (the firm of Kelley Drye & Warren LLP). ADDITIONAL INFORMATION Certain information regarding common stock held by the Company's directors, nominees, management and 5% stockholders is contained in the Company's proxy statement and is incorporated herein by reference. Information concerning the date by which proposals of security holders intended to be presented at the next annual meeting of stockholders of the Company must be received by the Company for inclusion in the Company's proxy statement and form of proxy for that meeting is also contained in the Company's proxy statement and is incorporated herein by reference. We assume no responsibility for the accuracy or completeness of any information contained herein which is based on, or incorporated by reference to, the Company's proxy statement. PETER LINDNER [revised March 30, 2009] IMPORTANT PLEASE REVIEW THIS DOCUMENT AND THE ENCLOSED MATERIALS CAREFULLY. YOUR VOTE IS VERY IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES OF COMMON STOCK YOU OWN. 1. If your shares are registered in your own name, please sign, date and mail the enclosed [COLOR??] Proxy Card to _____________________. in the postage- paid envelope provided today. 2. If you have previously signed and returned a proxy card to American Express., you have every right to change your vote. Only your latest dated card will count. You may revoke any proxy card already sent to American Express Inc. by signing, dating and mailing the enclosed [COLOR??] Proxy Card in the postage-paid envelope provided. Any proxy may be revoked at any time prior to the 2009 Annual Meeting by sending a new proxy card to ________________________ or the Secretary of American Express, Inc., or by voting in person at the 2009 Annual Meeting. 3. If your shares are held in the name of a brokerage firm, bank nominee or Other institution, only it can sign a [COLOR??] Proxy Card with respect to your shares and only after receiving your specific instructions. Accordingly, please sign, date and mail the enclosed [COLOR??] Proxy Card in the postage- paid envelope provided, and to ensure that your shares are voted, you should also contact the person responsible for your account and give instructions for a [COLOR??] Proxy Card to be issued representing your shares. 4. After signing the enclosed [COLOR??] Proxy Card do not sign or return the Company's proxy card unless you intend to change your vote, because only your latest dated proxy card will be counted. If you have any questions about giving your proxy or require assistance, please call Mr. Lindner at ____________________________ 1-212-979-9647 Moreover, the website mentioned above: www.AmexTruth.com will have additional documents, evidence, transcripts, etc, subject only to what Amex can get the Court to disallow, as Amex has tried in the past (and succeeded in April 2007) to stop Mr. Lindner from both attending and speaking at the Shareholder Meeting despite Mr. Lindner owning about $80,000 of Amex voting shares, and has tried again this year as late as March 2009 to stop Mr. Lindner from speaking at the April 2009 Annual Shareholders Meeting in NYC(details above and upon request). IN OPPOSITION TO THE BOARD OF DIRECTORS OF AMERICAN EXPRESS COMPANY PROXY FOR THE 2009 ANNUAL MEETING OF STOCKHOLDERS THIS PROXY IS SOLICITED ON BEHALF OF PETER LINDNER The undersigned hereby appoints Peter Lindner as proxy for the undersigned with full power of substitution, to vote all shares of beneficial interest of American Express, Inc. (the "Company") which the undersigned is entitled to vote at the Company's 2009 Annual Meeting of Stockholders, and any postponements or adjournments thereof, hereby revoking all prior proxies, on the matters set forth below as follows: PETER LINDNER RECOMMENDS A VOTE FOR SHAREHOLDER ETHICS PROPOSAL [perhaps? shareholder proposal number 5]. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED. IF A CHOICE IS NOT SPECIFIED, THE PROXY WILL BE VOTED FOR THE NOMINEE LISTED BELOW. [X] Please mark your votes with X as in this example. 1. Election of Peter Lindner as Director whose term expires in 2008: [ ]FOR nominee (except as marked below) [ ]FOR Shareholder Ethics Proposal (except as marked below) * WITHHOLD AUTHORITY for all nominees * FOR AUTHORITY for CERTAIN nominees (INSTRUCTION: To withhold authority to vote for one or more nominees, mark FOR above and print the name(s) of the person(s) with respect to whom you wish to withhold authority OR for other nominees in the space provided below.) ____________________________________________________ ____________________________________________________ 2. To act upon any other matters that may properly come before the meeting. PLEASE MARK YOUR VOTES (ON REVERSE SIDE), SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE. Please sign exactly as your name appears on this Proxy. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by the authorized person. Date: April ________, 2009 ______________________________ Signature of Stockholder _______________________________ Signature of Stockholder Dates Referenced Herein and Documents Incorporated By Reference This PREC14A Filing This is version 2, with major changes denoted by changed text . Minor changes have not been marked, for clarity. Date March 30, 2009
SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK -- - - - - - - PETER W. LINDNER, Plaintiff, -against- AMERICAN EXPRESS CORPORATION and QING LIN, Defendants. - - - - - - - - - - - - - - - - - - - - ----------NOTE: This is a .txt file that is a prelim version----- ---------- The filed version is in pdf format as number 17- Index No. VERIFIED COMPLAINT Plaintiff Peter W. Lindner, by his attorneys, Pearce & Luz LLP, as and for his complaint against defendants alleges as follows: Nature of the Action 1. This is an action for breach of a settlement agreement, retaliation in violation of Title VII of the Civil Rights Act of 1964, defamation and tortious interference with Plaintiff's contractual relations. Parties 2. Plaintiff Peter W. Lindner ("Lindner") is an individual residing in New York County. 3. Defendant American Express Corporation ("Amex") is a NY corporation with a place of business at 200 Vesey Street, New York, New York. 4. Defendant Qing Lin ("Lin") is a Senior Vice President of Amex. Facts 5. Lindner is a computer programmer who was employed in that capacity by Amex from 1990 to November 1998. 6. Lin was Lindner's supervisor during his employment at Amex. 7. In 2000 or 1999, Lindner filed a sex-discrimination claim against Amex with the Equal Employment Opportunity Commission ("EEOC"). The EEOC gave Lindner a right-to-sue letter and he commenced an action against Amex in Civil Court, New York County in early 2000. In that action, Lindner alleged, among other wrongs, sex discrimination in violation of Title VII of the Civil Rights Act of 1964. 8. In June 2000, Amex and Lindner settled their lawsuit and executed a Settlement Agreement and General Release (the "Settlement Agreement"), a copy of which is annexed as Exhibit 1. 9. In the Settlement Agreement, Amex agreed that it would "disclose only Mr. Lindner's dates of employment, positions held and final salary in response to any inquiries or requests for references regarding Mr. Lindner." 10. In the Settlement Agreement, Amex agreed "to instruct and direct the following Company employees not to disclose any information regarding Mr. Lindner's employment or termination of employment from the Company to any person outside the Company and to direct all requests for references or inquiries received by such employees regarding Mr. Lindner to the appropriate human resources individual(s): ... Qing Lin...." 11. On or about April 20, 2005, Lindner applied for a position at Fischer Jordan, Inc., a consulting firm. On information and belief, one of Fischer Jordan's clients was Amex. 12. Trevor Barran and Boaz Salik of Fischer Jordan asked Lindner the names of his supervisors at Amex, which Lindner supplied. 13. Within days after the interview, Mr. Salik spoke with Lin about Lindner. 14. Lin told Salik that, among other things, Lindner, who had worked at Amex for over nine years, "did not have the right [work] ethic" to work at Amex and "did not fit into the culture" at Amex. Lin asked Salik to keep the conversation confidential. 15. Almost immediately after this conversation between Salik and Lin, Amex cancelled a project that Fischer Jordan was to have worked on. On information and belief, in retaliation for Lindner's having brought a sex-harassment suit against Amex, Amex and Lin caused the project to be cancelled because Fischer Jordan was contemplating the hiring of Lindner. 16. On information and belief, Fischer Jordan declined to hire Lindner based on this information from Lin. 17. In June 2005, Fischer Jordan hired Lindner as a part-time consultant. Lindner asked Barran whether Fischer Jordan would hire him as a full-time employee. 18. In July 2005, Barran told Lindner that, based on the information from Lin, Fischer Jordan would not hire Lindner full-time. FIRST CAUSE OF ACTION 19. Amex has breached the Settlement Agreement by revealing to third persons negative employment information about Lindner without authorization. 20. Lindner has been damaged by Amex's breach in an amount to be determined at trial, but not less than $100,000. 21. Amex is liable to Lindner for breach of contract in an amount to be determined at trial, but not less than $100,000. SECOND CAUSE OF ACTION 22. Plaintiffs repeat the allegations of paragraphs 1 through 20. 23. Lin's statements to Salik, that Lindner "does not have the right [work] ethic," and "does not fit into the culture," were false, defamatory, and injurious to Lindner. 24. Lin's false, defamatory, and injurious statements damaged Lindner in his trade in an amount to be determined at trial, but not less than $100,000. 25. Amex and Lin are liable to Lindner for slander in an amount to be determined at trial, but not less than $100,000. THIRD CAUSE OF ACTION 26. Plaintiffs repeat paragraphs 1 through 24. 27. On information and belief, Amex and Lin disseminated false information about Lindner's employment with Amex in retaliation for his having brought a sex-harassment suit against Amex and Lin's supervisor, Ash Gupta. 28. Amex and Lin's retaliatory actions against Lindner constitute an unlawful employment practice under Title VII of the Civil Rights Act of 1964, 42 U.S.C. section 2000e et seq. 29. Lindner has satisfied all statutory preconditions to suit, including obtaining a "right-to-sue" letter from the EEOC. 30. Lindner has been damaged by Amex's and Lin's Title VII violations in an amount to be determined at trial, but not less than $250,000. 31. Amex and Lin are liable to Lindner for violations of Title VII of the Civil Right Act of 1964, including front pay, back pay, interest, costs, attorney's fees and consequential damages, in an amount to be determined at trial, but not less than $250,000. FOURTH CAUSE OF ACTION 32. Plaintiffs repeat paragraphs 1 through 31. 33. Amex and Lin deliberately and maliciously disseminated false, defamatory, and injurious information about Lindner with the intention of causing a prospective employer not to hire Lindner. 34. On information and belief, Lin and Amex deliberately and maliciously cancelled a project that was to be awarded to Fischer, Jordan with the intention of causing a prospective employer not to hire Lindner. 35. But for Amex's and Lin's malicious interference with Lindner's business relations with Fischer Jordan, Lindner would have been hired by Fischer Jordan. 36. Lin and Amex are liable to Lindner for tortious interference with business relations in an amount to be determined at trial but not less than $100,000. WHEREFORE, Lindner demands judgment: On the First, Second, and Fourth, Causes of Action, in favor of Lindner and against Amex and Lin, in an amount to be determined at trial, but not less than $100,000 plus interest; On the Third Cause of Action, in favor of Lindner and against Amex and Lin in an amount to be determined at trial, but not less than $250,000 plus interest, costs, and attorney's fees; The costs and disbursements of this Action; and Such other and further relief as the Court may deem just and proper. April 10, 2006 PEARCE & LUZ LLP By: _________________________ Thomas J. Luz Attorneys for Plaintiff 1500 Broadway, 21st Floor New York, New York 10036 (212) 221-8733 TO: American Express Corporation 200 Vesey Street, 49th Floor New York, New York 10285 Qing Lin American Express Corporation 200 Vesey Street, 49th Floor New York, New York 10285 VERIFICATION STATE OF NEW YORK ) ss.: COUNTY OF NEW YORK ) Peter Lindner, being duly sworn, says: I am the Plaintiff in this action. I have read the foregoing Complaint and it is true to my knowledge, except as to matters pleaded on information and belief and as to those matters I believe it to be true. The source of my knowledge is personal. _________________________ Peter W. Lindner Sworn to before me this ____ day of May, 2006 _________________________ Notary Public
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This proposal was submitted by Mr. Peter Lindner, 1 Irving Place, #G-23-C, NY, NY 10003 STUDY AND REWRITE OF CURRENT AMERICAN EXPRESS CODE OF CONDUCT RESOLVED: An effort must be made to address significant social policy issues unrecognized by American Express, in its existing Code of Conduct. THE PROBLEM: While the code has proven to be effective in part, it breaks down in the implementation of effective enforcement procedures, leaving affected employees suffering. Needless to say, when a set of rules and laws exist, but are not conscientiously enforced, they become merely window dressing. ISSUE I: How easy it is for management to state that, 'ordinary business problems should be confined to resolution by management.' But, if it feels like harassment to the employee, for whom is it an 'ordinary business problem?' The affected employee often views what appears 'ordinary' to management, quite differently. Management can often be part of the problem and sometimes are the perpetrators thereof. ISSUE II: The decision, as to what constitutes 'ordinary business' and what constitutes 'significant discrimination' and/or 'significant harassment' in the corporate setting, requires an objective study by an objective body. With regard to employee verses management disputes, won't management always have the edge? ISSUE III: When company policies and policy issues are in question, why shouldn't we turn to the votes of the shareholders...those most deeply affected by the results of these issues? ISSUE IV: Can any one person having the clarity of vision and totally objective grasp of the laws, to be able to assemble all of the facts and pass down a truly unbiased decision. PROPOSED SOLUTION: The appointment of a 'Justice Committee,' or 'Truth Committee,' created to act as an investigative body, with the sole purpose of facilitating the enforcement of, what is otherwise, an excellently designed Code of Conduct. The ultimate goal and outcome of these investigations would be justice. The guidelines would be designed to be equally fair to management and employees. This committee might be modeled after the successful 'Truth Commissions,' in South Africa, designed to undo apartheid. This committee would be comprised of stakeholders; i.e., experts, shareholders and lawyers, who would look into past cases, as far back as ten years, in order to analyze the fairness of present resolution methodology. Using these models, the committee would put into place a system of punishments and rewards, effective in the admission, or non-admission, of questionable events witnessed. Such a system is the only way to allay the fears, which obstruct admission of truth. Whether a monetary remuneration or the assurance of not being fired, the witness must be respected, even honored, and the perpetrator, punished by firing. Additional details on: www.AmexTruth.com CONCLUSION: The expectation is that such a committee, supported by the shareholders, will be in within one year of acceptance, offering quarterly public reports. For, a lack of adherence to basic principles of conduct erodes confidence in the company and has affected, or will affect, the market price of the company's shares. Even worse, it erodes the human spirit, its willingness to trust and its ability to perform.
EXHIBIT 3: THE TRANSCRIPTS CORROBORATING LINDNER'S SHAREHOLDER PROPOSAL Written Wednesday, May 13, 2009 ------------------------------------------------------------ Note: This document is CENSORED at the demand of American Express (Amex), which was accepted by Magistrate Judge Katz in the Southern District of New York (SDNY) and so ordered. Peter Lindner feels that Amex has misled the public with its statements in Courtroom filings that such Peter Lindner's allegations were 1) imagined (to use Amex's phrase: "auditory hallucinations" May 8, 2008 transcript of Deposition of Peter Lindner, #179174) or 2) never happened or 3) positive statements that had no negative connotations. It contains three deletions or censored portions: 1) B.5.2. Exhibit DEF00370, which is the handwritten quote of Qing taken by Mr. Brown over the phone This document will be introduced at trial and specifically Amex asked that it cannot be shown beforehand by the request of Amex. This proves that Qing admitted to Amex's Vice President that Qing breached the June 2000 Amex-Lindner contract by giving any information" about Peter Lindner to a prospective employer (Boaz Salik of FischerJordan). This also showed that Qing had given negative information to that prospective employer, specifically Qing said "I don't think he can work here." 2) C.6. An excerpt from the still sealed, thus secret, transcript Amex has requested that this transcript never be unsealed. It disproves the contention by Amex made to a US Federal Judge (US District Judge John Koeltl) that Mr. Lindner was never stopped from communicating with the SEC. In both examples, Amex convinced Magistrate Judge Katz (SDNY) to seal the entire transcript, which Mr. Lindner seeks to unseal. a. This is a two-sentence excerpt, page 4, lines 2-6, and lines 12-14. b. A full page screen print of page 4 ---------------------------------------------------------------- A. Why Transcripts are Provided: To show that Amex misrepresented itself This entire Shareholder Proposal is based upon American Express' (Amex's) failure to obey the Code of Conduct ("Code") that Amex has filed with the Securities and Exchange Commission (SEC) in compliance with Sarbanes-Oxley. B.1. Amex's 3 Objections In other words, had Amex followed the rules that its own Code given to the SEC, then this Shareholder Proposal would not be necessary. Amex has asserted to the SEC 1. that there is no factual basis for Mr. Lindner's Shareholder Proposal 2. that this Shareholder Proposal is not a matter of discrimination or of a socially important policy, but is instead, "ordinary business" 3. that it is a personal grievance You can see these reasons in Amex's 34 page submission to the SEC of December 17, 2008: http://www.sec.gov/divisions/corpfin/cf-noaction/14a- 8/2008/peterlindner121708-14a8-incoming.pdf B.2. Did Qing breach Paragraph 13 of the June 2000 Amex-Lindner contract? Mr. Lindner alleges that Qing Lin sexually harassed Peter Lindner in 1998 as an Amex employee, and then engineered to fire Mr. Lindner and then retaliated and provided a bad reference to Mr. Lindner who had applied for a job at General Electric. After an out-of-court June 2000 Amex-Lindner contract settlement which terms were secret1, peace reigned for 5 years until Qing "allegedly" gave "any information" to a prospective employer FischerJordan. Amex investigated this issue twice, the second time at the behest of the Secretary of the Corporation Stephen Norman, Esq., and found that indeed Qing told Fischer Jordan that "I don't think Peter Lindner can work here". This violates paragraph 13 of the June 2000 Amex-Lindner contract, since 7 people could not give "any information" about Peter Lindner and should direct all requests to Human Resources. Amex proceeded to tell the Court in June2008 that actually, Mr. Lindner alleged that Qing provided "negative" information; well, that is true to an extent, but the breach of contract is for "any information" good/bad/indifferent. So, "4 Q[Mr. Lindner:] Did they tell you not to disclose any 5 information? 6 A [Qing:] Yes. 7 Q Did you disclose any information? 8 A Yes. 9 Q To whom did you disclose it? 10 A Boaz Salik." [page 175, lines 4-10, See Appendix C for Jan 15, 2009 excerpt of Qing Lin's sworn testimony] "16 Q [Mr. Lindner:] I'd like to ask you one more thing, and 17 then we will break for lunch. It says, "And to 18 direct all requests for references or inquiries 19 received by such employees regarding Mr. Lindner, 20 to the appropriate Human Resources individuals." 21 Did you direct Mr. Boaz to the appropriate HR, 22 Human Resource individual? 23 A [Qing:] No. 24 MR. LINDNER: Thank you very much. " [page 177] The June 2000 Amex-Lindner contract is in the Amended Complaint filed in SDNY, and paragraph 13 appears as: "13. The Company agrees to instruct and direct the following Company employees not to disclose any information regarding Mr. Lindner's employment or termination of employment from the Company to any person outside of the Company and to direct all requests for references or inquiries received by such employees regarding Mr. Lindner to the appropriate human resources individual(s): Ash Gupta, Qing Lin, Daniel Almenara, Raymond Joabar, Wei Chen, Claudia Rose and Richad Tambor." [Case 1:06-cv-03834-JGK-THK Document 17 Filed 12/20/2006 Page 13 of 16] This secret document was signed on page 15 by Mr. Lindner, as well as Qing's boss, Ash Gupta, who as of May 13, 2009 is Amex's President of Banking. B.3. Instruct and Direct For the record, the General Counsel's office assigned Ash Gupta to be the person who would "instruct and direct" the 7 employees, including Ash Gupta and Qing Lin according to Amex and to Qing Lin. However, this can not be proven, since Amex refused to allow Ash to be deposed, and somehow had no documentation of that happening, and then refused to allow a search of its archives or personnel folders for that proof. In fact, Amex considered it over broad to produce Mr. Lindner's or Qing's personnel file in this EEOC case regarding the violation of Title VII of the US Civil Rights Act of 1964, and the violation of the NY State and NYC laws on discrimination in employment. The Judge not only agreed with Amex, but felt it would be wrong to compel Amex to produce the personnel files of any of these 2-3 people. The Magistrate Judge Katz did however compel Ash Gupta to answer 15 questions, however, Ash only answered one of them, and MJ Katz agreed with Amex that Mr. Gupta did not need to answer any of the other questions, including whether he found out about what Qing did in March 2005 and what he did with that information. Mr. Gupta did answer one question, and here it is in full|: "3. Identify and describe in detail any and all discussions you had concerning the 2000 Settlement Agreement with any American Express employee. I do recall the June 2000 Settlement Agreement itself and can confirm that I reviewed and signed the Agreement. I cannot recall any specific discussion I had with Qing Lin dating back to 2000 about the requirements of the June 2000 Settlement Agreement. However, this does not mean that I did not speak with Mr. Lin about these issues. Mr. Lin was reporting to me in or around June 2000 and he is referenced in the June 2000 Settlement Agreement. It would not have been unusual for me to inform Mr. Lin about the June 2000 Settlement Agreement and to advise him to not disclose any information about Mr. Lindner to anyone outside of the Company and to direct any inquiries about Mr. Lindner to Human Resources." Among the 14 of the 15 questions Ash did not answer were these 3 which would establish if Ash was ever told by Qing or if Ash was blissfully unaware of what Qing did and in fact agreed with Qing's conduct or perhaps even did not agree with Qing. Thus, Mr. Gupta is a wily fellow, who can avoid answering such simple questions as to whether his direct employee Qing breached in 2005 the document which Mr. Gupta signed because of Qing's actions in 1998: * "Do you agree that Qing Lin's conduct with regard to FJ concerning Peter Lindner violated the terms of the 2000 Settlement Agreement? * If your answer to Question No. 5 is in the affirmative, state with particularity what you have done with regard to your having such knowledge. * If your answer to Question No. 5 is in the negative, state with particularity the reasons why." B.4. Who is Mr. Lindner suing: American Express or TRS? According to papers filed in NY State to the SDNY, Amex says Mr. Lindner is using the wrong name, or perhaps even the wrong firm, in his lawsuit: "PLEASE TAKE NOTICE that Defendants, ''. ("American Express or the "Company"), erroneously denominated "American Express Corporation,"" Qing Lin has 100 people working for him, or at least he did as of January 15, 2009 when he was deposed. As of Monday, May 11, 2009, Qing is no longer working for Amex, and supposedly is now working for Chase in Wilmington, Delaware, but Amex refuses to confirm this. Qing reports directly to Ash Gupta, the President of Banking at Amex. Amex is a Bank Holding company: "AMERICAN EXPRESS GRANTED BANK HOLDING COMPANY STATUS NEW YORK, November 10, 2008 -- American Express announced today that the U.S. Federal Reserve has approved its application to become licensed as a bank holding company and to be regulated by the Federal Reserve." http://home3.americanexpress.com/corp/pc/2008/bhc.asp So, one would have to trust the Bank President's second in command to know who he works for: either * the 'erroneously denominated "American Express Corporation," ' or * 'American Express Travel Related Services Company, Inc' (aka TRS) As it turns out, Qing knows he works for the American Express Corporation (lines 15-16), but is unsure about what TRS is (lines 2-3). "11 Q [Lindner:] It says, Lindner versus American 12 Express; right? 13 MS. PARK: We stipulate your 14 Complaint -- 15 Q American Express Corporation? 16 A [Qing:} Yes. 17 Q That is the corporation you work for; 18 right? 19 A Yes. 20 Q If it said, Lindner versus American 21 Express Travel Related Services, is that the 22 company you work for? 23 A I do not know the legal structure. Yes, 24 it could be. 0398 1 Lin 2 Q Do you work for Travel Related Services? 3 A I do not know. At this moment Travel 4 Related Services we don't go by the business unit 5 internally. So, I do not know the legal 6 structures. 7 Q You work for American Express, yes or 8 no? 9 A Yes." [See Appendix D: Qing is not sure if he works for TRS, but knows he works for American Express] B.5. Jason Brown testifies that Qing told him that "I don't think Peter can work here" Here are 3 documents which show that Jason Brown, Esq, an Amex Vice President investigating whether Qing breached paragraph 13 of the June 2000 Amex-Lindner contract against giving "any information" about Mr. Lindner. They are: 1. Jason Brown tells that to Peter on Feb 28, 2006, which Peter Lindner writes back to Mr. Brown to confirm (Mr. Brown denies it) 2. Exhibit DEF00370, which is the handwritten quote of Qing taken by Mr. Brown over the phone 3. Jason Brown testifies under oath that indeed Qing said that Peter Lindner can't work at AXP (the stock symbol for American Express) B.5.1. Letter confirming what Brown told Peter Lindner face-to-face during the "second investigation" The above figure shows the email. Here it is in text: Mr. Lindner wrote to Jason Brown, Amex VP and General Counsel's Office on Wednesday, March 01, 2006 2:02 AM, that Qing said to Boaz of FischerJordan: "I don't think he can work here." This is flagrant violation of paragraph 13 of the June 2000 Amex-Lindner contract in that it not only gives "any information", it is also negative, and quite possibly not even true. : "Tuesday, February 28, 2006 Jason: This memo summarizes our conversation today from 6-7pm at the Amex HQ in NYC. For the record, you had a physically imposing guard (I don't know if he was armed or not) asking to stay in the room while we talked, but you told him that he could wait outside. I'm sorry that you feel that I am violent. I am not. But I am determined. So let me * summarize our talk and * point out how Qing admitted to you (an officer of the court) of him violating the Amex Lindner Agreement of June 2000, and * suggest what you should do next to conclude this matter. I appreciate that you told me that during your investigation so far that Qing Lin admitted to talking about me to Boaz Salik. Specifically, you said that Qing told you that when Boaz mentioned to Qing that Boaz was thinking of hiring me, that Qing said "I don't think he can work here." Well, it's not what Boaz told me about that conversation, " And Jason replied in a terse, lawyer-esque way that he does not agree: "Mr. Lindner, Rather than respond point by point to your email, I write to inform you that I do not agree with much of what is raised below including, but not limited to, your memorialization of our conversation. I will call you after I have spoken to Boaz. Thanks, Jason" [Wednesday, March 01, 2006 8:08 PM] B.5.2. Exhibit DEF00370, which is the handwritten quote of Qing taken by Mr. Brown over the phone B.5.3. Jason Brown testifies under oath that indeed Qing said that Peter Lindner can't work at AXP (the stock symbol for American Express) Under oath on January 22, 2009, Jason Brown declares that Qing said to FischerJordan: * "Peter is technical" * "I'm not sure whether he can be used on at AXP." Paragraph 13 of the June 2000 Amex-Lindner contract said Qing should not give "any information". " MR. LINDNER: We're back to plaintiff 11. DEF00370. MS. PARK: And what section are you referring to? A. [Mr. Brown, Esq, Amex VP] Where are we? Q. [Mr. Lindner:] You see where your quote marks are? A. "Peter is technical," yeah. Q. Two lines below that. A. "I'm not sure whether he can be used on an AXP." Q. What's AXP? A. I think it was cut off. I didn't write project or -- Q. What's AXP? J.K. Brown A. Oh, I'm sorry. American Express. Q. Okay. So Qing is saying that he's not sure whether Peter Lindner, me, whether I can be used at American Express; is that correct?" [Transcript of Jason K. Brown, Esq., January 22, 2009, 10:34 a.m., pages 216, line 11, to page 217 line 5] B.6. The Cover-up: Mr. Brown, Esq. omits from his summary of his second "investigation" the statement Qing made in breach of the agreement In Appendix F, the sworn deposition of Jason Brown, Esq., Amex VP shows that: 1. Jason Brown first "investigated" in July/August 2005 upon Peter Lindner's complaint (letters omitted) 2. Peter Lindner asked Secretary of the Corporation Stephen Norman to investigate if Qing violated the Amex Code of Conduct, which Amex filed with the SEC under the Sarbanes-Oxley law, and which requires employees who have an ethical problem in the past or a potential problem to ask their "leader" (manager), who in this case would be Ash Gupta, and the "leader" would consult with the Amex Secretary of the Corporation. Mr. Norman then asked Jason Brown to investigate again. (letter omitted from Mr. Lindner, and Amex refused to allow Mr. Norman's letters or emails to be turned over, and the Judge agreed with Amex and refused to allow Mr. Norman to be deposed. Ms. Park convinced Magistrate Judge Katz that neither Mr. Gupta, nor Mr. Norman should be deposed, and Ms. Park misrepresented that neither had a connection with the instant case, yet the Judge believed Ms. Park: " 16 [Ms. Park:] Mr. Norman has nothing 15 to do with the settlement agreement, has nothing to do with the 16 alleged breach of that agreement and we see no basis for his 17 production as a witness. Mr. Gupta similarly. [...] 23 THE COURT: Okay. As of now, I'm going to grant your 24 request to depose Mr. Lin and Mr. Brown. I'm going to deny the 25 request to depose Mr. Norman and Mr. Gupta, two high-level SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 21 86BFLINC 1 officers or supervisors at American Express who were -- there's 2 no, at least basis other than speculation to suggest that they 3 had any involvement in the allegations underlying the complaint 4 or have any knowledge relevant to that. If you learn something 5 different from Mr. Lin or Mr. Brown, we can revisit the issue. 6 Okay. Now -- 7 MR. LINDNER: Peter Lindner. Can I say something? 8 THE COURT: Briefly. Just briefly. 9 MR. LINDNER: Pardon? 10 THE COURT: Yes, briefly. 11 MR. LINDNER: Okay, thank you. If some of the 12 statements that Ms. Park made were incorrect, would that change 13 your mind? 14 THE COURT: Just, I've heard from you. I don't really 15 want to have another back and forth about this. 16 MR. LINDNER: I think she misstated the case. I think 17 Ash Gupta did not find out a year later or several months 18 later. He found out within one week of me finding out, so I 19 think she misrepresented that while my case was active with the 20 lawyer that I wrote him. And, Ms. Park, do you still maintain 21 that's an issue? 22 THE COURT: Let's move on." [June 11, 2008 Teleconference, page 20, 86BFLINC] 3. Jason Brown informed Peter Lindner that Qing said "I don't think Peter can work here" in February 2006, but then refused to confirm that in writing. 4. Jason Brown summarized his findings to Peter Lindner, but omitted that "I don't think Peter can work here" 5. Jason Brown did not remember if he sent a copy of this coverup to the person who asked the he investigate. C. Amex's misstatement to a Federal Judge in NY State: did MJ Katz ever stop Mr. Lindner from communicating with the SEC? Moreover, Amex's lead attorney Jean Park has indicated to a Federal Judge that Amex has not stopped Peter Lindner from filing with the SEC, and repeated that falsehood a week later even after it was pointed out to them in Open Court and in writing. So, let's start with the last thing first: Peter Lindner here tells US District Judge John Koeltl of the SDNY (Southern District of NY) a week before the Amex Annual Shareholder Meeting on April 27, 2009: " 3 94n3linc Motion 1 [Mr. Lindner:] And when I wanted to go to the shareholders meeting in 2 2007, again this time I filed on the SEC Web site, AmEx got a 3 court order to stop me from communicating with the SEC, to ask 4 me to withdraw my filing from the SEC, to take down my Web 5 site, to not attend the shareholders meeting, to not ask my 6 questions. 7 And what's more amazing is that in the last week's 8 April 14 meeting in front of your Honor, Joe Sacca said AmEx 9 has never tried to stop communication with the SEC. I stood up 10 and corrected his misimpression. So I was quite surprised to 11 see in his brief that Ms. Park said that American Express never 12 tried to stop me from communicating with the Securities and 13 Exchange Commission. I don't know why they keep saying that. 14 And in fact it's even in their own exhibit where they quote 15 from my filing with the SEC. I note that AmEx, on Defendant's 16 Exhibit 17, that I think it's 17. I'm sorry. Anyhow, they 17 note that I was stopped from communicating with the SEC." [Transcript, April 23, 2009, 6:30 p.m., page 3 ; emphasis added] So, Peter Lindner says above that Amex falsely asserts that Amex has never stopped Mr. Lindner from communicating with the SEC. Jean Park's hired gun Joe Sacca for the "securities law" portion of the case writes a joint brief with Ms. Park (who is a partner in Kelley Drye & Warren LLP2, a large international law firm, with a NY Office), and then " 10 94n3linc Motion 9 MR. SACCA: Good afternoon, your Honor. I will be 10 very brief. I don't intend to repeat anything that was in our 11 papers, unless your Honor would like clarification. 12 I would like to address just a couple points. One is 13 the accusation that we've made misrepresentations to the Court 14 about Mr. Lindner's ability to communicate with the SEC. There 15 is in fact no evidence in the record that Mr. Lindner was under 16 any prohibition from responding to the SEC in response to 17 American Express' request for no action." [emphasis added; same document] C.2. Lindner is forced to take down his website and not communicate to the SEC And here's where Peter Lindner is forced to take down his website and stop communicating to the SEC as per Amex's stipulation in their settlement which Amex was forcing upon Mr. Lindner, despite the document allowing Peter Lindner to sign it and withdraw from it within 7 days. Here Mr. Lindner is forced to take down his website, and that is followed by the quote from the original agreement that gave Mr. Lindner the ability to sign the document and then revoke it within 7 days: "Friday, April 06, 2007 ... Dear Judge Koeltl, Upon further reflection and in consultation with another attorney, I have decided to abide by the terms of settlement set forth before Judge Katz on Mar 29, 2007. I repeat my advice to all parties that I have closed my website and have notified the SEC verbally that I wished to withdraw my filing for the directorship and for the shareholder proposal, although the SEC has advised me that such withdrawal can NOT be done. I am awaiting further advice from the SEC. As I have continued to do, I will abide by the confidentiality agreement. Sincerely, Peter W. Lindner" [Pacer Document 37-7, Filed 04/17/2007, Page 2 of 2; emphasis added] C.3. Mr. Lindner was previously given the right to sign an agreement with Amex and withdraw within 7 days - this document was subsumed by the alleged oral agreement: "20. Mr. Lindner acknowledges that he has been represented by an attorney of his choice, and that he has been given 21 days to review this agreement from the time he received it. Mr. Lindner is further advised that he has 7 days after he signs this agreement to revoke it by notifying the company's Employment Law Group in writing." C.4. Amex points out 3 of the many restrictions upon Mr. Lindner are lifted And here Amex's Ms. Jean Park of Kelley Drye & Warren LLP says that the 3 items of the [as of May 12, 2009 it is still] secret agreement imposed upon Peter Lindner, which Mr. Lindner spent $20,000 in legal fees to overturn by September 2007. The three items Mr. Lindner mentions in lines 9-12 are: * Peter Lindner was not allowed to 1. to speak at a shareholder meeting, 2. to communicate with the SEC 3. to have a website, or a blog. Perhaps Mr. Sacca, Esq. was ignorant of the secret agreement which Ms. Park wrote, but Ms. Park was not; perhaps Mr. Sacca wanted to say that the prior restraint by Amex was not entered into the record because Amex got the Judge to withhold it from the record, but I believe this is profiting from one's own wrongdoing. " SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 6 794FLINC 1 MS. PARK: Very good. 2 MR. LINDNER: Yes, well, there's one thing I'd like a 3 clarification on, if I may, on the discovery process. It's 4 actually, it's not on discovery, but on the Magistrate Judge 5 Katz. The magistrate had made some rulings restraining me, and 6 in light of your Honor's decision that there was no settlement 7 agreement reached, I'd like clarification here that the 8 magistrate's interim rulings should no longer restrain me. I 9 have three examples. One, was I was not allowed to speak at a 10 shareholder meeting, I was not allowed to communicate with the 11 Securities and Exchange Commission and I was not allowed to 12 have a website, among other restrictions. 13 THE COURT: Ms. Park? Do you have a position? 14 MS. PARK: Yes. I believe Mr. Lindner has 15 misapprehended Magistrate Judge Katz' rulings. Magistrate 16 Judge Katz had simply -- the three terms or items that 17 Mr. Lindner rattled off I believe pertained to the terms of 18 your Honor's settlement. So per force your Honor's 19 determination ruling there is no enforceable settlement, 20 Mr. Lindner would not be bound by any restrictions pursuant to 21 a settlement agreement that was deemed not to be a settlement 22 agreement. 23 THE COURT: So the three items you mentioned the 24 defendant agrees were terms of the purported settlement 25 agreement that I found were not enforceable, so they're not 7 794FLINC 1 binding" [USDJ Koeltl, September 4, 2007, 5:15 p.m.] C.5. Who do you believe: a 60,000 employee firm represented by a top law firm, or a former employee? Well, that's pretty credible, right? I mean, who do you believe: American Express or Peter Lindner? Or look at their lawyers: * Amex has both o Kelley Drye & Warren LLP and o (for its securities): Skadden Arps Slate Meagher & Flom LLP & Affiliates3 * Mr. Lindner has, uh, well, Mr. Lindner. Okay, you got me. Judging from appearances, clearly Amex is right, and Mr. Lindner is wrong, since Amex would not file a false statement with a Federal Judge nor would they repeat a false statement to that Judge when challenged, nor would they file a false statement with the SEC. These are serious charges. Surely Amex would not make such a statement if it were not true. And, by the way, Ms. Park only has rudimentary Securities knowledge, so Amex and she asked The Court for permission to bring in specialists in Securities' law. And, I don't mean to lecture the SEC or the banking analysts, but: * if you can't believe a law firm that specializes in securities for telling the truth to a Federal Judge in their home federal district, SDNY, well, then, whom can you believe? * Both of these fine lawyers (Park and Sacca) o are Officers of the Court, and o are forbidden under Federal Rules from making an untrue statement to the Court, and o maybe even intending to deceive the Court if NY State Law is to be used for a case originally filed in NY (rather than Federal) Court, and * Amex is bound by SEC regulations not to misled o either the SEC o or the investing public. And, as Ms. Park would have Magistrate Judge Katz believe, merely proving a document in secret to the SEC is sufficient. However, I (Peter Lindner) tried to inform MJ Katz that Amex wished to hide the evidence, and that merely filing a document is insufficient to show that the document is true. Well, if that were the case that telling the SEC something must make it true, we would not have Enron or any other stock swindle. (See Appendix B for Transcript of Amex trying to convince Judge to censor Mr. Lindner's submissions to the SEC, since the SEC alone needs to judge a stock, not the public, nor the bank and stock analysts.) C.6. An excerpt from the still sealed, thus secret, transcript So, having said all that, I feel I am forced to show the still sealed transcript of March 29, 2007. While the transcript is secret, Magistrate Judge Katz explicitly permitted in two of his orders of 3/23/2009 and 4/21/2009 that allow transcripts to be used in submission to the SEC in public and that no restrictions on Mr. Lindner's communications with the SEC (see Appendix D for : "That Mr. Lindner, xxxxxxxxxxxxxxxxxxxxxxx;" [page 4 of 13, Thursday, March 29, 2007, "Transcript Of Settlement Conference Before The Honorable Theodore H. Katz United States District Judge". This document is still under seal by MJ Katz, and this portion is specifically released in order to prove that Amex lied to a Federal Judge, and made a false statement in furtherance of preventing Mr. Lindner's Shareholder Proposal of April 2009.] The above excerpt from the alleged oral agreement that Amex tried to force Mr. Lindner into accepting Thus (arguably?) Amex actually lied to the SEC when Amex said in their brief to the SEC that Mr. Lindner could not prove my allegations, when what they meant was that as long as they controlled the Judge who controlled the documents, Mr. Lindner could not prove he was right. However, Amex did not say: if we allowed our documents to be public, Mr. Lindner could prove his allegations, however, we managed to convince a Judge to let him keep those documents under seal, and instead make it look like Amex is right and fighting a lying person who has a grudge (oh wait, they use the word "disgruntled"). Here's what Amex said about Mr. Lindner's claims being not only false, but not provable: [Page. 4 of 34, Amex to SEC, December 17, 2008, with omissions of some sentences] http://www.sec.gov/divisions/corpfin/cf-noaction/14a- 8/2008/peterlindner121708-14a8-incoming.pdf Appendix A: Excerpts of Amex April 17 2009 Brief on Mr. Lindner Shareholder Proposal The document below shows two things: 1 Ms. Park and Joe Sacca co-wrote the brief to USDJ Koeltl 2 They say "Magistrate Judge Katz never imposed any order to prevent Mr. Lindner from making a submission to the SEC". Ms. Park got MJ Katz specifically to stop Mr. Lindner from communicating to the SEC in April 2007, and got that transcript sealed. Some interested analyst should ask Amex to unseal the transcript of the Thursday, March 29, 2007. Mr. Lindner wishes it were true that NY Judiciary 487 were applicable4 (it may be), since Ms. Park specifically got MJ Katz to prohibit Mr. Lindner from communicating with the SEC, so Ms. Park and Mr. Sacca are intending to deceive the Court in a NY location. Appendix B Transcript of Amex trying to convince Judge to censor Lindner's submissions to the SEC April 21, 2009, 10 a.m. with * Hon. Theodore h. Katz, Magistrate Judge * Peter Lindner (Pro Se) * Jean Y. Park of Kelley Drye & Warren LLP Ms. Park wants documents submitted to the SEC 6 days before the Amex Annual Shareholder Meeting to be censored by Ms. Park and also submitted in secrecy. Mr. Lindner instead wants the documents to be freely available. On pages 2-3, Mr. Lindner explains to Judge Katz that a submission to the SEC should be open, available to all, and not done in a secret "supplemental submission". (lines 10-13) " 2 94LSLINDNER 1 (Telephone conference) 2 THE COURT: Good morning, this is Judge Katz. 3 I have reporter here so identify yourself when you 4 speak and give me a chance to speak as well because you can't 5 hear me if you don't stop. There is only one person who can be 6 heard on the telephone. 7 I wanted to resolve the open issues about your request 8 for these documents. You know, I issued an order yesterday 9 permitting you to submit certain documents to the SEC. 10 Ms. Park has asked that you provide those to the SEC 11 as a supplemental submission. 12 Do you have a problem with that, Mr. Lindner? 13 MR. LINDNER: Yes, I do. 14 THE COURT: What is your problem? 15 MR. LINDNER: The problem is the purpose of the SEC is 16 to provide information to shareholders and to provide that the 17 information is true and just because she posted it doesn't mean 18 it's true. So people should be able to evaluate that 19 information on their own. We know that we had Enron which was 20 a stock company and didn't play well and a lot of people were 21 watching it. So just posting on the SEC site is not good. SEC 22 approval is not good. What you need is people to evaluate it. 23 Even then it might not be, good but at least it's better than 24 not having information at all. 25 THE COURT: Well, first back up a little bit. I SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 3 94LSLINDNER 1 thought the whole basis of your request is that you said that 2 the SEC was soliciting additional information from you in 3 respect to your application and you wanted to respond to their 4 request, did you not? 5 MR. LINDNER: Right. 6 THE COURT: So why don't you focus on that. 7 MR. LINDNER: I am. 8 THE COURT: So why can't you respond to their request 9 through a supplemental submission? 10 MR. LINDNER: Well, I can do that and if American 11 Express got their way I wouldn't submit it at all, which is 12 what they tried to do 2 years ago and what they are trying to 13 do now. 14 So American Express in short released parts of the 15 transcript in whole without any editing at all, without asking 16 me, and now they want to impose a standard that I can't do 17 that. In fact, I have to not only do that but I have to meet 18 some vague editing standard of their own and can I show it to 19 other people. So I think basically they are inconsistent. And 20 another thing, and I think this is a broader question, is why 21 are they asking that? When the Pentagon papers -- 22 THE COURT: Don't get into the Pentagon papers. 23 MR. LINDNER: It's freedom of speech. What are they 24 protecting? I would like to know from American Express." [...] On page 23-24, Mr. Lindner explains that Ms. Park wants the documents to not be available in a searchable format, in order to hide information from the public, which the SEC is protecting and giving information to. (lines 5-20 ) "24 THE COURT: -- if you submit them you can deal with 25 that by submitting it to the SEC as a supplemental submission SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 24 94LSLINDNER 1 and then we don't have to deal with the issue today of 2 confidentiality. 3 MR. LINDNER: I am not going to submit it. She also 4 said it's not electronic form and a whole bunch of things. 5 There is a standard way to do it, your Honor. But what I am 6 saying, and I think Jean Park missed the point on this, the 7 material for the SEC is not for the SEC, any more than when a 8 drug company submits something to the FDA it's for the FDA. 9 The FDA checks if it's reasonable, but you know who reads that? 10 All the patients and all the doctors who take the medicine. 11 That is what the FDA does. And the SEC -- and I have 12 rudimentary knowledge too. The SEC does not check out the 13 claims but they make a rudimentary check and then people all 14 over the world see for themselves. So that is why when the 15 woman in the FDA case, the drug company said that she lost her 16 arm because she was doing something and the FDA already 17 approved it and the court said, no, that the FDA is like a 18 minimum standard. The drug company can go to a higher standard 19 so that her arm wouldn't get agitated and that was decided by 20 the Supreme Court." [94LSLINDNER] Appendix C: Qing Lin's sworn deposition of January 15, 2009 "20 Q Qing, have you ever been instructed and 21 directed, as you understand it, as you read 22 paragraph 13? Yes or no? 23 A About paragraph 13? 24 Q What it says, yes. Have you ever been 0176 1 Lin 2 instructed and directed? 3 A Yes. 4 Q Did they tell you not to disclose any 5 information? 6 A Yes. 7 Q Did you disclose any information? 8 A Yes. 9 Q To whom did you disclose it? 10 A Boaz Salik. 11 Q B-o-a-z S-a-l-i-k? 12 A Yes. 13 Q Did you do that after I was hired by 14 them or before I was hired by them? 15 MS. PARK: Objection to form. You 16 haven't even established that he knows if 17 you were hired. 18 Q Do you know if I was hired by them? 19 A No. 20 Q Do you know if they talked to you before 21 I was hired by them? 22 MS. PARK: Objection to form. He has 23 already testified he doesn't even know if 24 you were hired. 0177 1 Lin 2 Q Did they ask you for a reference? 3 A Yes. 4 Q Did you provide them information? 5 MS. PARK: Objection to form. Who is 6 "Them?" 7 Q Did you provide "Any information," to 8 Boaz Salik? 9 MS. PARK: Objection. Asked and 10 answered. 11 Q I'm asking you to please answer it 12 again. 13 A Yes. 14 MR. LINDNER: Yes, you did. Okay, 15 thank you. 16 Q I'd like to ask you one more thing, and 17 then we will break for lunch. It says, "And to 18 direct all requests for references or inquiries 19 received by such employees regarding Mr. Lindner, 20 to the appropriate Human Resources individuals." 21 Did you direct Mr. Boaz to the appropriate HR, 22 Human Resource individual? 23 A No. 24 MR. LINDNER: Thank you very much. We 0178 1 Lin 2 can break for lunch. 3 MS. PARK: Could you note the time? 4 THE STENOGRAPHER: 2:05." Appendix D: Qing is not sure if he works for TRS, but knows he works for American Express "16 Q [Mr. Lindner:] Is American Express a subsidiary of 17 another corporation? 18 A [Qing:] No. 19 Q And you work for American Express? 20 A Yes. 21 Q The title of the suit is Lindner versus 22 American Express. Do you feel -- 23 MS. PARK: Asked and answered. 24 Q Do you feel that's an accurate -- 0397 1 Lin 2 A I do not know. 3 Q So, if it said, Lindner versus General 4 Electric, you would feel you wouldn't known that 5 either? 6 A That is your decision who to sue. 7 Q No, no, the statement says American 8 Express. 9 MS. PARK: Mr. Lindner -- 10 MR. LINDNER: Please -- 11 Q It says, Lindner versus American 12 Express; right? 13 MS. PARK: We stipulate your 14 Complaint -- 15 Q American Express Corporation? 16 A Yes. 17 Q That is the corporation you work for; 18 right? 19 A Yes. 20 Q If it said, Lindner versus American 21 Express Travel Related Services, is that the 22 company you work for? 23 A I do not know the legal structure. Yes, 24 it could be. 0398 1 Lin 2 Q Do you work for Travel Related Services? 3 A I do not know. At this moment Travel 4 Related Services we don't go by the business unit 5 internally. So, I do not know the legal 6 structures. 7 Q You work for American Express, yes or 8 no? 9 A Yes. 10 Q Do you work for American Express Travel 11 Related Services? 12 MS. PARK: Objection, asked and 13 answered. 14 MR. LINDNER: I'm asking him a 15 question. 16 THE VIDEOGRAPHER: I'm going to run 17 out of tape. 18 MR. LINDNER: Okay, I understand, 19 please. 20 A I do not know at this moment. 21 Q You don't know if work with Travel 22 Related Services? 23 A I do not know. 24 Q Do you work for American Express? 0399 1 Lin 2 A Yes. 3 Q Do you work for American Express, 4 Corporation? 5 A Yes. 6 MR. LINDNER: Thank you very much. 7 End of the deposition." Appendix E: In March and April 2009, the Magistrate Judge orders no restrictions upon Mr. Lindner communicating with the SEC and specifically allows transcripts to be used By the way, there are both audio tapes and some videotapes of the admissions made by Amex, however Amex said that they might be used on the Web, and the Judge agreed with Amex and confiscated those tapes. As MJ Katz's Pacer Document #120 stated his view that "no other legitimate use of video outside of trial" This is despite MJ Katz's previous order of December 23, 2008 which allowed videos: "Plaintiff seeks leave to videotape the upcoming depositions he has notice of Defendant's employees, over Defendant's objection. The court is advised that Plaintiff also intends to audiotape the depositions. Yet, Plaintiff, who is proceeding pro se, does not intent to have any third-party assistance for either method of recording. Under these circumstances, Plaintiff's request is denied. The Court has an interest in ensuring that the depositions proceed in an orderly and efficient manner. Indeed, it is in Plaintiff's, as well as Defendant's interest, that this occurs. Based upon the Court's extensive involvement in pretrial matters in this action, there is reason to be concerned that Plaintiff will have substantial difficulty in simply conducting the questioning of the witnesses in an efficient and appropriate manner. The Court will permit Plaintiff to audiotape the depositions, with the understanding that copies of the tapes and a certified transcript must be produced. However, Plaintiff's operating the tape device and questioning the witnesses will present enough of a challenge; adding the operation of a video recorder to Plaintiff's responsibilities will inevitably result in disruptions and lack of coherence to the proceedings. Accordingly, unless Plaintiff is prepared to employ independent videotaping personnel, Plaintiff is precluded from videotaping the depositions. So Ordered." [Pacer Document 106 Filed 12/23/2008]" Mr. Lindner notes here that Amex is preventing public knowledge of its employees' actions by asking the Judge to rule against video tapes, (well, Amex also wanted supplementary submissions that could be buried and hard to find, if not impossible). This is despite the SEC's willingness to use YouTube, MySpace, etc, and that this should not limit documents to being "printer friendly ... unless other rules explicitly require it", as SEC Chairman Christopher Cox said: "Web sites such as MySpace, YouTube, LinkedIn, and Facebook didn't even exist. The idea of creating a social network where shareholders could meet and exchange views was barely imaginable. "Blogs" hadn't really entered the public lexicon. And syndication technologies - such as Atom and RSS - were still in development. But as each of these technological developments has taken hold in the marketplace, that in turn has raised new securities law issues for public companies to consider. Technological advances, and the reduced costs associated with the implementation of technologies over time, now allow the inclusion of more interactive and current information on company web sites than was the case previously. That has moved web sites beyond just being filing cabinets for electronic documents. Today, company web sites are being shaped by the market's desire for highly current and interactive information. We recognize that allowing companies to present data in formats different from those dictated by our forms, or more technologically advanced than EDGAR, can be a significant help to investors. ... Fourth and finally, recognizing the significant developments in web site design to incorporate interactive and dynamic design features, the guidance would clarify that information need not be presented to satisfy a "printer-friendly" standard, unless other rules explicitly require it." ["Open Meeting on the Use of Company Web Sites," by SEC Chairman Christopher Cox, Washington, D.C., July 30, 2008] http://sec.gov/news/speech/2008/spch073008cc_web.htm "The Court has placed no restrictions on Plaintiff's communications with the SEC. So ordered. 3/23/2009 Theodore H. Katz, USMJ" [Case 1:06-cv-03834-JGK-THK Document 143 Filed 03/23/2009 Page 1 of 1] Here in the last 2 pages of the 4/21/2009 telephone conference requested by Ms. Park to stop Mr. Lindner from filing transcripts with the SEC. In lines 13-22, MJ Katz allows large portions of the transcripts to be used, but not the entire transcript, and The Judge declares he will not write an order, but that Mr. Lindner should just order the transcript and include it. This is done as follows: " 8 THE COURT: Mr. Lindner, look, I don't have all day to 9 spend on the conference. Every time you get something you 10 asked for you then decide that is not good enough and you have 11 to inject a lot of other material. 12 MR. LINDNER: What other material? 13 THE COURT: You asked to submit to the SEC evidence of 14 your position that there were admissions made about violating 15 the agreement with you. 16 MR. LINDNER: Yes. 17 THE COURT: I said that is not confidential. You can 18 submit that. Ms. Park has agreed to your submitting it. You 19 can post whatever you want about that. That is what we were 20 addressing and that is what has been ruled on. 21 Okay? 22 MR. LINDNER: Yes. 23 THE COURT: And -- 24 MR. LINDNER: You are going to make an order out of 25 this, right? I can use that and post that too so that it's SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 30 94LSLINDNER 1 clear that I am following your order. 2 THE COURT: Mr. Lindner, you have my direction. 3 Do you understand that? 4 MR. LINDNER: I understand but, you know, I would like 5 the transcript. 6 THE COURT: So order the transcript. You can order 7 the transcript. That is fine. 8 MR. LINDNER: Okay. 9 But you are not going to write an order on that. 10 THE COURT: I have issued an order on the record. Do 11 you have any questions about what it means? 12 MR. LINDNER: In other words, your prior order on no 13 restriction on the SEC and 1 through 5 are released. 14 THE COURT: Mr. Lindner, I issued an order on the 15 record today. 16 MR. LINDNER: Which is I cannot release the entire 17 document but I can release excerpts to the SEC in open format. 18 THE COURT: The excerpts you said you wanted to submit 19 which has to do with whether there was a breach of the 20 agreement, yes. Okay? 21 MR. LINDNER: Yes. 22 Thank you very much. 23 THE COURT: You are welcome. Thank you. 24 MS. PARK: Thank you, your Honor. 25 THE COURT: You are welcome." [April 21, 2009, 10am, Transcript #94LSLINDNER] Appendix F: Jason Brown's 3rd coverup by omitting Qing's violation remark from an investigation, and not indicating whether he copied the investigation summary also to the person who asked him to investigate, Secretary of the Corporation Stephen Norman The dialogue goes from page 339 line 18 to 343 line 7. Jason admits that he did not include the quote "I'm not sure whether he can be used on an AXP" in the summary letter, even though Mr. Lindner pointed out that very sentence as proof of a breach by Qing of paragraph 13 of the June 2000 Amex-Lindner contract. Mr. Brown not only omits that sentence, but also does not indicate whether that document was given to the person who asked Mr. Brown to do a second investigation of Qing, with the first one being in July/August 2005, and the second in January - April 2006, requested by Secretary of the Corporation Stephen Norman, Esq. " Q.[Lindner:] And that there is no evidence of a code of conduct violation; correct? A. [Brown:] That's what it says. Q. And you omitted -- now, if they got that -- that letter, you omitted one of Qing's statements, namely, that I don't know whether Peter can work here at American Express." Here's the too lengthy questioning: "Q. .[Lindner:] You have the part which is indented where it has a quote. I'm talking about Plaintiff's Exhibit 11. Can you read that sentence? A. [Brown:] "I'm not sure whether he can be used on an AXP." Q. Why did you not include that in your J.K. Brown letter? A. Why did I not include this in my letter to you? Is that what you're asking me? Q. Yes. A. There was no reason for me to include it. Q. Do you think anybody still has a copy of this letter? A. I don't know who you would have sent it to. Q. Would you have sent it to anyone else? A. I don't think so. Well, you've shown me the e-mail that you said attached it. And it was only to you. Q. Could you have bcc'd it? A. I could have. I don't recall doing it. Q. What does bcc mean? A. Blind copy. Q. And would that show up on a document? A. I don't know. If it was -- no. I J.K. Brown don't think it would show up on a document. Q. That's why it's called blind? A. Okay. Thank you for that enlightenment. Q. Not at all. A. But if you're asking me, do I believe bcc'ing anyone on it -- Q. Yes. A. -- the answer is no. Q. But one way to tell if it was bcc'd is by searching, for instance, Steven Norman's files, and Qing's files, and Ash Gupta's files to see if they got a copy of it. And if they got a copy, it would show up as a letter from you to me without their names attached; correct? A. I don't know how it would appear. Q. If it's a bcc? A. Right. Q. If you bcc'd Steven Norman, would Steven Norman have it on his e-mail? A. He would have received it on his e-mail, yes. Q. And that's what I'm requesting, that J.K. Brown we get that e-mail. We search Steven Norman's e-mails and Ash Gupta's e-mails to determine if they were informed by Jason Brown, the investigator of a complaint, for both the violation of the code of conduct, which you reference in the next-to-last sentence, and of the settlement agreement, which you mention in the first paragraph, and see if they ever got this summary, which states that there is no violation of said agreement. There is no violation agreement, correct, of the settlement agreement? MS. PARK: Objection to form. A. Yes. Q. And that there is no evidence of a code of conduct violation; correct? A. That's what it says. Q. And you omitted -- now, if they got that -- that letter, you omitted one of Qing's statements, namely, that I don't know whether Peter can work here at American Express. A. Did I include any of his statements in here? J.K. Brown Q. Yes, you did. A. Oh, I didn't realize. Q. Yes, you did. You said in the second paragraph that he denies making statements regarding work ethic or fit into the culture or whether you worked well with your group." 1 The Amended Complaint has a secrecy clause in paragraph 11, but that secrecy disappeared when Qing breached the June 2000 Amex-Lindner contract in March2005. Here's the secrecy paragraph excerpt: "11. Mr. Lindner represents and agrees that he will keep the terms and the amount of this Agreement completely confidential, that he has not disclosed and will not hereafter disclose any information concerning this Agreement to anyone, including, but not limited to, any past, present or prospective employees of the Company, except as required by law and to secure advice from a legal or tax advisor." 2 For the record, Kelley Drye & Warren LLP claims on their website: "Founded in 1836, Kelley Drye is proud to represent some of the world's most accomplished businesses and organizations. The Firm has more than 375 attorneys and professionals throughout our offices in New York; Washington, DC; Chicago; Stamford; Parsippany; and Brussels, and an affiliate office in Mumbai." 3 Skadden is the 6th largest US law firm, but has only been retained by Amex in the Lindner v Amex case for securities law; it has 1,790 attorneys with 393 partners. Kelley Drye & Warren LLP is #131; it has 321 attorneys, and Ms. Jean Park is one of its 100 partners. [source: "America's Largest 250 Law Firms", Internet Legal Research Group] http://www.ilrg.com/nlj250 4 The law applies to intent to deceive, even if the deceit fails. Secondly, it is (from my non-legal perspective) a criminal misdemeanor, which could result in the loss of the license to practice law: "[NY State] Section 487 of New York's Judiciary law prohibits all New York attorneys from engaging in deceit that deceives any party or the Court in a pending Court proceeding. The statute also provides treble damages for violations of the statute. The Statute provide that an attorney who "[I]s guilty of any deceit or collusion, or consents to any deceit or collusion, with intent to deceive the court or any party...is guilty of a misdemeanor, and in addition to the punishment prescribed therefore by the penal law, he forfeits to the party injured treble damages, to be recovered in a civil action."" [Non-Client Lawsuits Against Attorneys, Daniel L. Abrams] http://www.lawyerquality.com/article_non-client_suits.html