AMERICAN EXPRESS CERTIFICATE COMPANY
                                POWER OF ATTORNEY

City of Minneapolis

State of Minnesota

The undersigned as a director and officer of American Express Certificate
Company, a face-amount certificate company registered under the Investment
Company Act of 1940, hereby constitutes and appoints Brian J. McGrane, David K.
Stewart, Teresa J. Rasmussen, and H. Bernt von Ohlen or any one of them, as her
attorney-in-fact and agent, to sign for her in 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/ Paula R. Meyer
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    Paula R. Meyer