EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that we, the directors and officers of
American Express Company do hereby constitute and appoint Richard Karl Goeltz,
Stephen P. Norman and Louise M. Parent, and each of them severally, his or her
true and lawful attorney-in-fact, with power to act with or without each other
and with power of substitution and resubstitution, to do any and all acts and
things in our names and on our behalf in our capacities as directors and
officers of American Express Company and to execute any and all instruments for
us and in our names in the capacities indicated below, which said attorneys and
agents, or any of them, may deem necessary or advisable in connection with the
merger of Rockford Industries, Inc. into a subsidiary of the Company and the
issuance of common shares of the Company pursuant to such merger to enable
American Express Company to comply with the Securities Act of 1933 and any
rules, regulations and requirements of the Securities and Exchange Commission,
including without limitation the execution and filing of a Registration
Statement with respect to the registration of common shares of the Company to be
issued in connection with such merger, any and all amendments to such
Registration Statement, with exhibits thereto and all instruments necessary or
incidental in connection therewith, and to file the same with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or their substitutes, may do or cause to be done by virtue
hereof.
This Power of Attorney may be executed in counterparts.
IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney as
of the 23rd day of November, 1998.
AMERICAN EXPRESS COMPANY
By: RICHARD KARL GOELTZ
----------------------------------------
Richard Karl Goeltz
Vice Chairman and Chief Financial Officer
[CORPORATE SEAL]
Attest: STEPHEN P. NORMAN
----------------------
Stephen P. Norman
Secretary
HARVEY GOLUB CHARLES W. DUNCAN, JR.
- --------------------------------- ---------------------------------
Harvey Golub Charles W. Duncan, Jr.
Chairman, Chief Executive Director
Officer and Director
KENNETH I. CHENAULT BEVERLY SILLS GREENOUGH
- --------------------------------- ---------------------------------
Kenneth I. Chenault Beverly Sills Greenough
President, Chief Operating Director
Officer and Director
RICHARD K. GOELTZ F. ROSS JOHNSON
- --------------------------------- ---------------------------------
Richard K. Goeltz F. Ross Johnson
Vice Chairman and Director
Chief Financial Officer
DANIEL T. HENRY
- --------------------------------- ---------------------------------
Daniel T. Henry Vernon E. Jordan, Jr.
Senior Vice President and Director
Comptroller
DANIEL F. AKERSON JAN LESCHLY
- --------------------------------- ---------------------------------
Daniel F. Akerson Jan Leschly
Director Director
ANNE L. ARMSTRONG DREW LEWIS
- --------------------------------- ---------------------------------
Anne L. Armstrong Drew Lewis
Director Director
EDWIN I. ARTZT RICHARD A. MCGINN
- --------------------------------- ---------------------------------
Edwin L. Artzt Richard A. McGinn
Director Director
WILLIAM G. BOWEN FRANK P. POPOFF
- --------------------------------- ---------------------------------
William G. Bowen Frank P. Popoff
Director Director