Notice of Filing of Proposed Rule Change as Modified by Amendments No. 1 and 2 Relating to Independent

SECURITIES AND EXCHANGE COMMISSION (Release No. 34-56982; File No. SR-Amex-2007-79) December 18, 2007 Self-Regulatory Organizations; American Stock Exchange LLC; Notice of Filing of Proposed Rule Change as Modified by Amendments No. 1 and 2 Relating to Independent Directors and Audit Committee Members 1 Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), and Rule 219b-4 thereunder, notice is hereby given that on September 18, 2007, the American Stock Exchange LLC (“Amex” or “Exchange”), filed with the Securities and Exchange Commission (“SEC” or “Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been substantially prepared by Amex. On November 8, 2007, Amex 3submitted Amendment No. 1 to the proposed rule change. On November 16, 2007, Amex 4submitted Amendment No. 2 to the proposed rule change. The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend Sections 802 and 803 of the Amex Company Guide (“Company Guide”) in order to modify the cure period available to a listed issuer that loses an independent director or audit committee member. In addition, the Exchange proposes to reorganize Sections 121, 126, 801, 802, 803, 804 and 805 of the Company Guide to consolidate ...