EX-101 INSTANCE DOCUMENT

EXHIBIT 10.3

DESCRIPTION OF COMPENSATION PAYABLE TO NON-MANAGEMENT DIRECTORS

          Upon the recommendation of the Nominating and Governance Committee of the Board of Directors of American Express Company, on January 25, 2010, the Board approved the payment of the following compensation to each non-management director of the Board in respect of his/her service on the Board effective January 1, 2010:

•		an annual retainer of $90,000; provided, however, that this amount shall be reduced by $20,000 if the Director does not attend at least 75% of the meetings of the Board and meetings of the committees on which the Director serves;
•		Grant of Share Equivalent Units (SEUs) having a value of $150,000 to be awarded under the 2003 Share Equivalent Unit Plan for Directors upon the Director’s election or reelection to the Board at the Annual Meeting of Shareholders;
•		an annual retainer of $20,000 for the chair of the Audit and Risk Committee, $15,000 for the chair of the Compensation and Benefits Committee and $10,000 for the Directors who chair the other committees of the Board;
•		an annual retainer of $20,000 for each member of the Audit and Risk Committee and $10,000 for each member of the Compensation and Benefits Committee; and
•		reimbursement of customary expenses for attending Board, committee and shareholder meetings.