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| Date | April 21, 2015 |
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| Subject | Board Resolution and Power of Attorney |
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| From | David Feinberg |
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| To | AEP Board of Directors |
Attached are resolutions for the AEP Board with an accompanying power of attorney authorizing the filing of one or more Registration Statement(s) for 10,000,000 shares of common stock for the American Electric Power System 2015 Long-Term Incentive Plan (the “Plan”) and for the listing thereof on the New York Stock Exchange. The AEP Board approved the Plan on January 26, 2015 and the Plan is expected to be approved by the Company’s shareholders at the 2015 Annual Meeting on April 21, 2015.
After discussion, upon motion duly made and seconded, it was unanimously
RESOLVED, that the proper officers of the Company be, and they hereby are, authorized to prepare and execute one or more Registration Statements on the appropriate form, and any and all amendments and post-effective amendments thereto that such officers may consider necessary or desirable, for the purpose of registering under the Securities Act of 1933, as amended (the “Act”), 10,000,000 shares of Common Stock, par value $6.50 per share, of the Company (the “Common Stock”) in the American Electric Power System 2015 Long-Term Incentive Plan, to be offered in connection with such Plan, and to file the same, together with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”).
The Chairman then stated that, in connection with the filing with the SEC of the Registration Statement, there was to be filed with the SEC a Power of Attorney, dated April 21, 2015, executed by certain of the officers and the directors of this Company appointing true and lawful attorneys to act in connection with the filing of such Registration Statement (including any Registration Statement on Form S-8 covering the registration of additional securities) and any and all amendments thereto.
Thereupon, on motion duly made and seconded, the following preambles and resolutions were unanimously adopted:
WHEREAS, the Company proposes to file with the SEC a Registration Statement (including any Registration Statement on Form S-8 covering the registration of additional securities) for the registration pursuant to the applicable provisions of the Act of the Common Stock; and
WHEREAS, in connection with said Registration Statement, there is to be filed with the SEC a Power of Attorney, dated April 21, 2015, executed by certain of the officers and directors of this Company appointing Brian X. Tierney, Julia A. Sloat and Renee V. Hawkins, or any one of them, their true and lawful attorneys, with the powers and authority set forth in said Power of Attorney;
NOW, THEREFORE, BE IT
RESOLVED, that each and every one of said officers and directors be, and they hereby are, authorized to execute said Power of Attorney; and further
RESOLVED, that any and all action hereafter taken by any of said named attorneys under the Power of Attorney be, and the same hereby is, ratified and confirmed and that said attorneys shall have all the powers conferred upon them and each of them by the Power of Attorney; and further
RESOLVED, that the Registration Statement and any amendments thereto, hereafter executed by any of said attorneys under the Power of Attorney be, and the same hereby are, ratified and confirmed as legally binding upon this Company to the same extent as if the same were executed by each said officer and director of this Company personally and not by any of said attorneys; and further
RESOLVED, that Computershare, as Transfer Agent for shares of the Common Stock, be and it hereby is authorized and requested to authenticate, deliver and transfer certificates for shares of the Common Stock; and further
RESOLVED, that the authority of Computershare, as Registrar for shares of the Common Stock, be and it hereby is increased by 10,000,000 shares; and that Computershare be and it hereby is authorized and requested to register and countersign such certificates for shares of the Common Stock; and further
RESOLVED, that the listing of the Common Stock on the New York Stock Exchange (the “Exchange”) be, and it hereby is, authorized; and that Brian X. Tierney, Julia A. Sloat and Renee V. Hawkins or any one of them, be, and the same hereby are: (i) authorized to prepare, execute and cause to be delivered to the Exchange an application in the appropriate form for the listing of the Common Stock; and (ii) designated representatives of the Company to appear before officials of the Exchange with authority to make such changes in said application and to take such steps as may be necessary to effect the listing of the Common Stock on the Exchange.
AMERICAN ELECTRIC POWER COMPANY, INC.
POWER OF ATTORNEY
Each of the undersigned directors or officers of AMERICAN ELECTRIC POWER COMPANY, INC., a New York corporation, which is to file with the Securities and Exchange Commission, Washington, D.C. 20549, under the provisions of the Securities Act of 1933, as amended (the "Act"), one or more Registration Statements (including any Registration Statement on Form S-8 covering the registration of addition securities) for the registration thereunder of up to 10,000,000 shares of common stock, par value $6.50 per share, does hereby appoint BRIAN X. TIERNEY, JULIA A. SLOAT AND RENEE V. HAWKINS his or her true and lawful attorneys, and each of them his or her true and lawful attorney, with power to act without the others, and with full power of substitution or resubstitution, to execute for him or her and in his or her name said Registration Statement(s) and any and all amendments thereto, whether said amendments add to, delete from or otherwise alter the Registration Statement(s), or add or withdraw any exhibits or schedules to be filed therewith and any and all instruments necessary or incidental in connection therewith, hereby granting unto said attorneys and each of them full power and authority to do and perform in the name and on behalf of each of the undersigned, and in any and all capacities, as fully and to all intents and purposes as each of the undersigned might or could do in person, hereby ratifying and approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned have signed these presents this 21st day of April, 2015.
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/s/ Nicholas K. Akins Nicholas K. Akins | /s/ Sandra Beach Lin Sandra Beach Lin |
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/s/ David J. Anderson David J. Anderson | /s/ Richard C. Notebaert Richard C. Notebaert |
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/s/ J. Barney Beasley, Jr. J. Barney Beasley, Jr. | /s/ Lionel L. Nowell, III Lionel L. Nowell, III |
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/s/ Ralph D. Crosby, Jr. Ralph D. Crosby, Jr. | /s/ Stephen S. Rasmussen Stephen S. Rasmussen |
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/s/ Linda A. Goodspeed Linda A. Goodspeed | /s/ Oliver G. Richard, III Oliver G. Richard, III |
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/s/ Thomas E. Hoaglin Thomas E. Hoaglin | /s/ Sara Martinez Tucker Sara Martinez Tucker |
