Bay Point, CA 94565

December 9, 2016

Via email shareholderproposals@sec.gov

U.S. Securities and Exchange Commission

Office of Chief Counsel

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549-2736

Re: Shareholder Proposal for Inclusion in American Express Company Proxy Statement

Ladies and Gentlemen:

 The December 8, 2016 letter from Faegre Baker Daniels LLP to the SEC to exclude my proposal from American Express Company’s Proxy Materials has no basis. 

My proposal does not pertain to matters of the Company’s ordinary business. My proposal does raise a significant policy issue.   In fact, as shown in the Company’s CORPORATE GOVERNANCE PRINCIPLES on "Membership on other Boards" (p.5 of Exhibit D), my proposal on CEO’s side job pertains to this corporate governance principle of membership on other boards. If it is not a significant policy issue, why the Company’s CORPORATE GOVERNANCE PRINCIPLES has an item on "Membership on other Boards"?  It is obvious that the above letter violated against the Company’s Code of Conduct regarding Conflicts of Interest: “We must avoid all real or potential conflicts between our personal interests and those of American Express.” (p.14 of Exhibit C).  The only logic is that my proposal should be included. 

Shareholders have the right to vote on this significant policy issue.  Should you have any questions, please contact me at zhao.cpri@gmail.com or 925-643-****.

Respectfully,

Jing Zhao

Cc: St. Marie, Mary A.L., Carol Schwartz, Tangela S Richter, Seidel, Amy C.