AMERICAN EXPRESS CERTIFICATE COMPANY
                                POWER OF ATTORNEY

City of Minneapolis

State of Minnesota

Each of the undersigned as a director of American Express Certificate Company, a
face-amount certificate company registered under the Investment Company Act of
1940, hereby constitutes and appoints Paula R. Meyer, Brian J. McGrane, David K.
Stewart, Teresa J. Rasmussen, and H. Bernt von Ohlen or any one of them, as his
or her attorney-in-fact and agent, to sign for him or her in his or her name,
place and stead any and all registration statements and amendments thereto (with
all exhibits and other documents required or desirable in connection therewith)
that may be prepared from time to time in connection with said Company's
existing or future face-amount certificate products - whether pursuant to the
requirements of the Securities Act of 1933, the Investment Company Act of 1940
or otherwise - and periodic reports on Form 10-K, Form 10-Q and Form 8-K
required pursuant to provisions of the Securities Exchange Act of 1934, and any
necessary or appropriate filings with states or other jurisdictions, and grants
to any or all of them the full power and authority to do and perform each and
every act required or necessary or appropriate in connection with such
signatures or filings.

Signed on this 22nd day of February, 2005


/s/ Rodney P. Burwell
- --------------------------
    Rodney P. Burwell


/s/ Jean B. Keffeler
- --------------------------
    Jean B. Keffeler


/s/ Thomas R. McBurney
- --------------------------
    Thomas R. McBurney


/s/ Karen M. Bohn
- --------------------------
    Karen M. Bohn