EXHIBIT 10.1

        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 24, 2005, 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:

     o   an annual retainer of $64,000; provided, however, that this amount
         shall be reduced by $16,000 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;

     o   2,225 Share Equivalent Units (SEUs) 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;

     o   an annual retainer of $20,000 for the chair of the Audit 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;

     o   an annual retainer of $5,000 for each member of the Audit
         Committee; and

     o   reimbursement of customary expenses for attending Board, committee
         and shareholder meetings.

     Pursuant to the Company's Deferred Compensation Plan for Directors and
Advisors, each non-management director may elect to defer receipt of 50% or
100% of the compensation payable to the Director for any given year. In
accordance with the Director's instructions, amounts deferred are credited
either to an account that has a crediting schedule based on the Company's
return on equity (the "ROE-Based Option") or an account linked to the
performance of the Company's common stock (the "Stock-Based Option"). Amounts
deferred for which the Director has chosen the ROE-based Option are credited
or debited with interest equivalents at a rate determined pursuant to a
schedule established under the Company's Pay-for-Performance Deferral Program
for senior management that is based on the reported annual return on equity of
the Company. Amounts deferred for which the Director has chosen the
Stock-Based Option are converted hypothetically into units equivalent to the
shares of the Company's common stock ("SEUs"), determined by dividing the
amount of deferred compensation in each calendar quarter by the average market
price of the Company's common stock for the last ten trading days of the
calendar quarter. Amounts deferred for which the Director has chosen the
Stock-Based Option are also credited with dividend equivalents in the form of
additional SEUs on any dividend payment date.