EXHIBIT 24.1
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints 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 execute in his or her name, place and stead
in capacity as a director or officer of American Express Company, a Registration
Statement with respect to the registration of $500,000,000 aggregate principal
amount of debt securities ("Debt Securities") of the Company to be issued
directly by the Company or in the form of capital securities ("Capital
Securities") to be issued by trusts for which the Company will be the depositor
and the principal asset of which is a Debt Security and a guarantee of the
Company with respect to the Capital Securities, 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 1st day of June, 1998.
AMERICAN EXPRESS COMPANY
By: /s/ Richard Karl Goeltz
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Richard Karl Goeltz
Vice Chairman and Chief Financial Officer
[CORPORATE SEAL]
Attest: /s/ Stephen P. Norman
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Stephen P. Norman
Secretary
/s/ Harvey Golub /s/ Charles W. Duncan, Jr.
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Harvey Golub Charles W. Duncan, Jr.
Chairman, Chief Executive Director
Officer and Director
/s/ Kenneth I. Chenault /s/ Beverly Sills Greenough
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Kenneth I. Chenault Beverly Sills Greenough
President, Chief Operating Director
Officer and Director
/s/ Richard Karl Goeltz /s/ F. Ross Johnson
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Richard Karl Goeltz F. Ross Johnson
Vice Chairman and Director
Chief Financial Officer
/s/ Daniel T. Henry /s/ Vernon B. Jordan, Jr.
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Daniel T. Henry Vernon B. Jordan, Jr.
Senior Vice President and Director
Comptroller
/s/ Daniel F. Akerson /s/ Jan Leschly
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Daniel F. Akerson Jan Leschly
Director Director
/s/ Anne L. Armstrong /s/ Drew Lewis
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Anne L. Armstrong Drew Lewis
Director Director
/s/ Frank P. Popoff
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Edwin L. Artzt Frank P. Popoff
Director Director
/s/ William G. Bowen
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William G. Bowen
Director