Exhibit 24
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, one or more Registration Statements for the
registration thereunder of up to $1,500,000,000 aggregate principal amount of
its unsecured Debt Securities, in one or more new series, each series to have a
maturity not exceeding 50 years, does hereby appoint E. LINN DRAPER, JR., HENRY
W. FAYNE, ARMANDO A. PENA and GEOFFREY S. CHATAS his true and lawful attorneys,
and each of them his true and lawful attorney, with power to act without the
others, and with full power of substitution or resubstitution, to execute for
him and in his 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 the related Prospectus(es) included therein, 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, every act and thing whatsoever required or necessary to be done in
and about the premises, 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 28th
day of February, 2001.
/s/ E. R. Brooks_________ _________________________
E. R. Brooks James L. Powell
/s/ Donald M. Carlton____ /s/ Richard L. Sandor____
Donald M. Carlton Richard L. Sandor
/s/ John P. DesBarres____ /s/ Thomas V. Shockley, III
John P. DesBarres Thomas V. Shockley, III
/s/ E. L. Draper, Jr.____ /s/ Donald G. Smith______
E. Linn Draper, Jr. Donald G. Smith
/s/ Robert W. Fri________ /s/ Linda Gillespie Stuntz
Robert W. Fri Linda Gillespie Stuntz
- ------------------------- -------------------------
William R. Howell Kathryn D. Sullivan
/s/ Lester A. Hudson, Jr. /s/ Morris Tanenbaum_____
Lester A. Hudson, Jr. Morris Tanenbaum
/s/ Leonard J. Kujawa____
Leonard J. Kujawa
AMERICAN ELECTRIC POWER COMPANY, INC.
I, Thomas G. Berkemeyer, Assistant Secretary of AMERICAN
ELECTRIC POWER COMPANY, INC., HEREBY CERTIFY that the following constitutes a
true and exact copy of the resolutions duly adopted by the affirmative vote of a
majority of the Board of Directors of said Company at a meeting of said Board
duly and legally held on February 28, 2001, at which meeting a quorum of the
Board of Directors of said Company was present and voting throughout. I further
certify that said resolutions have not been altered, amended or rescinded, and
that they are presently in full force and effect.
GIVEN under my hand this 9th day of April, 2001.
/s/ Thomas G. Berkemeyer
Assistant Secretary
AMERICAN ELECTRIC POWER COMPANY, INC.
Board of Directors
February 28, 2001
The Chairman outlined a proposed financing program through June
30, 2002 of the Company involving the issuance and sale, either at competitive
bidding, through a negotiated public offering with one or more agents or
underwriters or through private placement, of up to $1,500,000,000 (or its
equivalent in another currency or composite currency) aggregate principal amount
of debt securities comprised of unsecured senior or subordinated debentures,
unsecured promissory notes or other unsecured debt instruments, in one or more
new series, each series to have a maturity of not more than 50 years ("Debt
Securities"). The Debt Securities may be convertible or exchangeable into common
stock of the Company and may have the benefit of a sinking fund.
The Chairman explained that it was proposed that the proceeds to
be received in connection with the proposed sale of Debt Securities would be
added to the general funds of the Company and used to acquire the securities of
associate finance subsidiaries and interests in other non-associate businesses,
including interest in exempt wholesale generators and foreign utility companies
or in any transactions permitted under the Public Utility Holding Company Act of
1935 and for other general corporate purposes, including to repay short-term
debt at or prior to maturity.
Thereupon, on motion duly made and seconded, it was unanimously
RESOLVED, that the proposed financing program of this Company, as outlined
at this meeting, be, and the same hereby is, in all respects ratified, confirmed
and approved; and further
RESOLVED, that the proper officers of this Company be, and they hereby are,
authorized to take all steps necessary, or in their opinion desirable, to carry
out the financing program outlined at this meeting.
The Chairman stated that the Company has executed and filed an
application with Securities and Exchange Commission ("SEC") seeking
authorization for the issuance of $1,500,000,000 of Debt Securities through June
30, 2006. He then stated that it may be necessary to file one or more
Registration Statements pursuant to the applicable provisions of the Securities
Act of 1933, as amended, and to register or qualify the securities to be sold
pursuant to such financing program under the "blue sky" laws of various
jurisdictions.
Thereupon, on motion duly made and seconded, it was unanimously
RESOLVED, that with respect to the proposed financing program approved at
this meeting, the actions taken by the officers of this Company in connection
with the execution and filing on behalf of the Company of the necessary
application with the Securities and Exchange Commission be, and they hereby are,
ratified, confirmed and approved in all respects; and further
RESOLVED, that the proper officers of this Company be, and they hereby are,
authorized to execute and file with the Securities and Exchange Commission on
behalf of the Company one or more Registration Statements pursuant to the
applicable provisions of the Securities Act of 1933, as amended; and further
RESOLVED, that it is desirable and in the best interest of the Company that
the Debt Securities be qualified or registered for sale in various
jurisdictions; that the Chairman of the Board, the Vice Chairman of the Board,
the President, the Vice President, the Treasurer or any Assistant Treasurer and
the Secretary or an Assistant Secretary hereby are authorized to determine the
jurisdictions in which appropriate action shall be taken to qualify or register
for sale all or such part of the Debt Securities of the Company as said officers
may deem advisable; that said officers are hereby authorized to perform on
behalf of the Company any and all such acts as they may deem necessary or
advisable in order to comply with the applicable laws of any such jurisdictions,
and in connection therewith to execute and file all requisite papers and
documents, including, but not limited to, applications, reports, surety bonds,
irrevocable consents and appointments of attorneys for service of process; and
the execution by such officers of any such paper or document or the doing by
them of any act in connection with the foregoing matters shall conclusively
establish their authority therefor from the Company and the approval and
ratification by the Company of the papers and documents so executed and the
action so taken; and further
RESOLVED, that the proper officers of this Company be, and they hereby are,
authorized and directed to take any and all further action in connection
therewith, including the execution and filing of such amendment or amendments,
supplement or supplements and exhibit or exhibits thereto as the officers of
this Company may deem necessary or desirable.
The Chairman indicated to the meeting that it may be desirable
that the Debt Securities be listed on the New York Stock Exchange and in
connection with any such application, to register the Debt Securities under the
Securities Exchange Act of 1934, as amended.
Thereupon, it was, on motion duly made and seconded, unanimously
RESOLVED, that the officers of this Company be, and they hereby are,
authorized, in their discretion, to make one or more applications, on behalf of
this Company, to the New York Stock Exchange for the listing of up to
$1,500,000,000 aggregate principal amount of Debt Securities; and further
RESOLVED, that Henry W. Fayne, Armando A. Pena and Geoffrey S. Chatas, or
any one of them, be, and they hereby are, designated to appear before the New
York Stock Exchange with full authority to make such changes in any such
application or any agreements relating thereto as may be necessary or advisable
to conform with the requirements for listing; and further
RESOLVED, that the proper officers be, and they hereby are, authorized to
execute and file, on behalf of this Company, one or more applications for the
registration of up to $1,500,000,000 aggregate principal amount of Debt
Securities with the Securities and Exchange Commission pursuant to the
provisions of the Securities Exchange Act of 1934, as amended, in such form as
the officers of this Company executing the same may determine; and further
RESOLVED, that the Chairman of the Board, the Vice Chairman of the Board,
the President, the Vice President, the Treasurer or any Assistant Treasurer and
the Secretary or an Assistant Secretary be, and each of them hereby is,
authorized, in the event any said application for listing is made, to execute
and deliver on behalf of this Company an indemnity agreement in such form, with
such changes therein as the officers executing the same may approve, their
execution to be conclusive evidence of such approval; and further
RESOLVED, that the Chairman of the Board, the Vice Chairman of the Board,
the President, the Vice President, the Treasurer or any Assistant Treasurer be,
and each of them hereby is, authorized to take any other action and to execute
any other documents that in their judgment may be necessary or desirable in
connection with listing the Debt Securities on the New York Stock Exchange.
The Chairman further stated that, in connection with the filing
with the SEC of one or more Registration Statements relating to the proposed
issuance and sale of up to $1,500,000,000 of Debt Securities, there was to be
filed with the SEC a Power of Attorney, dated February 28, 2001, executed by the
officers and directors of this Company appointing true and lawful attorneys to
act in connection with the filing of such Registration Statement(s) 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 one or more Registration
Statements for the registration pursuant to the applicable provisions of the
Securities Act of 1933, as amended, of up to $1,500,000,000 aggregate principal
amount of Debt Securities, in one or more new series, each series to have a
maturity of not less than nine months and not more than 50 years; and
WHEREAS, in connection with said Registration Statement(s), there is to be
filed with the SEC a Power of Attorney, dated February 28, 2001, executed by
certain of the officers and directors of this Company appointing E. Linn Draper,
Jr., Henry W. Fayne, Armando A. Pena and Geoffrey S. Chatas, 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 said 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 said Power of Attorney; and further
RESOLVED, that said Registration Statement(s) and any amendments thereto,
hereafter executed by any of said attorneys under said 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.
The Chairman advised the meeting that it was proposed to
designate independent counsel for the successful bidder or bidders and/or agents
of the Company for the new series of Debt Securities proposed to be issued and
sold in connection with the proposed financing program of the Company.
Thereupon, on motion duly made and seconded, it was unanimously
RESOLVED, that Dewey Ballantine LLP be, and said firm hereby is, designated
as independent counsel for the successful bidder or bidders and/or agents of the
Company for the new series of Debt Securities of this Company proposed to be
issued and sold in connection with the proposed financing program of this
Company.
The Chairman stated that it may be desirable to enter into one or
more treasury hedge agreements, such as a treasury lock agreement, treasury put
option or interest rate collar agreement ("Treasury Hedge Agreements") to
protect against future interest rate movements in connection with the issuance
of the Debt Securities. He recommended that the Board authorize the appropriate
officers of the Company to enter into one or more Treasury Hedge Agreements,
provided that the amount covered by any Treasury Hedge Agreement would not
exceed the principal amount of Debt Securities the Company anticipates offering
and that the term of such Treasury Hedge Agreement will not exceed 90 days.
Thereupon, it was, on motion duly made and seconded, unanimously
RESOLVED, that the Chairman of the Board, the Vice Chairman of the Board,
the President, the Vice President, the Treasurer or any Assistant Treasurer of
this Company be, and each of them hereby is, authorized to execute and deliver
in the name and on behalf of this Company, one or more Treasury Hedge Agreements
in such form as shall be approved by the officer executing the same, such
execution to be conclusive evidence of such approval, provided that the amount
covered by any Treasury Hedge Agreement would not exceed the principal amount of
Debt Securities the Company anticipates offering and that the term of such
Treasury Hedge Agreement will not exceed 90 days; and further
RESOLVED, that the proper officers of the Company be, and they hereby are,
authorized to execute and deliver such other documents and instruments, and to
do such other acts and things, that in their judgment may be necessary or
desirable in connection with the transactions authorized in the foregoing
resolutions.
The Chairman stated that it may be desirable to enter into one or
more interest rate management agreements, such as interest rate swaps, caps,
collars, floors, options, structured notes or similar products or transactions
involving the purchase and sale, including short sales, of U.S. Treasury
obligations ("Interest Rate Management Agreements"), in each case to manage and
minimize interest costs. The transactions will be for a fixed period and a
stated principal amount and may be for underlying fixed or variable obligations
of the Company. He recommended that the Board authorize the appropriate officers
of the Company to enter into one or more Interest Rate Management Agreements,
provided that any fixed rate of interest under any Interest Rate Management
Agreement will not exceed by more than 3.0% the yield to maturity on United
States Treasury obligations of comparable maturity at the time of execution of
the Interest Rate Management Agreement and any initial interest rate under any
variable rate Interest Rate Management Agreement will not exceed 10% per annum.
Thereupon, it was, on motion duly made and seconded, unanimously
RESOLVED, that the Chairman of the Board, the Vice Chairman of the Board,
the President, the Vice President, the Treasurer or any Assistant Treasurer of
this Company be, and each of them hereby is, authorized to execute and deliver
in the name and on behalf of this Company, one or more Interest Rate Management
Agreements in such form as shall be approved by the officer executing the same,
such execution to be conclusive evidence of such approval, provided that any
fixed rate of interest under any Interest Rate Management Agreement will not
exceed by more than 3.0% the yield to maturity on United States Treasury
obligations of comparable maturity at the time of execution of the Interest Rate
Management Agreement and any initial interest rate under any variable rate
Interest Rate Management Agreement will not exceed 10% per annum; and further
RESOLVED, that the proper officers of the Company be, and they hereby are,
authorized to execute and deliver such other documents and instruments, and to
do such other acts and things, that in their judgment may be necessary or
desirable in connection with the transactions authorized in the foregoing
resolutions.
The Chairman explained that, with respect to the issuance of up
to $1,500,000,000 of Debt Securities through one or more agents under a medium
term note program, the Company could enter into a Selling Agency Agreement. He
recommended that the Board authorize the appropriate officers of the Company to
enter into such Selling Agency Agreement with securities dealers yet to be
determined.
Thereupon, upon motion duly made and seconded, it was unanimously
RESOLVED, that the Chairman of the Board, the Vice Chairman of the Board,
the President, the Vice President, the Treasurer or any Assistant Treasurer of
this Company be, and each of them hereby is, authorized to execute and deliver
in the name and on behalf of this Company, a Selling Agency Agreement with such
securities dealers in such form as shall be approved by the officer executing
the same, such execution to be conclusive evidence of such approval; and further
RESOLVED, that the proper officers of the Company be, and they hereby are,
authorized to execute and deliver such other documents and instruments, and to
do such other acts and things, that in their judgment may be necessary or
desirable in connection with the transactions authorized in the foregoing
resolutions.
The Chairman next explained that the Company could also enter
into an Underwriting Agreement ("Underwriting Agreement") with certain
underwriters, under which the underwriters may purchase up to $1,500,000,000
aggregate principal amount of Debt Securities. He recommended that the Board
authorize the appropriate officers of the Company to enter into an Underwriting
Agreement and determine the purchase price of the Debt Securities, provided that
the price shall not be less than 95% (including compensation to the
underwriters) of the aggregate principal amount of the Debt Securities.
Thereupon, it was, on motion duly made and seconded, unanimously
RESOLVED, that the Chairman of the Board, the Vice Chairman of the Board,
the President, the Vice President, the Treasurer or an Assistant Treasurer of
this Company be, and each of them hereby is, authorized to execute and deliver
in the name and on behalf of this Company, an Underwriting Agreement in such
form as shall be approved by the officer executing the same, such execution to
be conclusive evidence of such approval, provided that the purchase price of the
Debt Securities shall not be less than 95% (including compensation to the
underwriters) of the aggregate principal amount of the Debt Securities; and
further
RESOLVED, that the proper officers of the Company be, and they hereby are,
authorized to execute and deliver such other documents and instruments, and to
do such other acts and things, that in their judgment may be necessary or
desirable in connection with the transactions authorized in the foregoing
resolutions.
The Chairman stated to the meeting that it was necessary that the
Board authorize the execution and delivery of an Indenture to be entered into
between the Company and The Bank of New York or any successor trustee
("Indenture") to provide for the issuance of Debt Securities, in an unlimited
aggregate principal amount to be issued from time to time in one or more series.
Thereupon, it was, on motion duly made and seconded, unanimously
RESOLVED, that the Chairman of the Board, the Vice Chairman of the Board,
the President, the Vice President, the Treasurer or any Assistant Treasurer and
the Secretary or an Assistant Secretary of this Company be, and they hereby are,
authorized to execute and deliver in the name and on behalf of this Company, the
Indenture in such form as shall be approved by the officers executing the same,
such execution to be conclusive evidence of such approval; and that The Bank of
New York is hereby approved and appointed as trustee under such Indenture.
The Chairman then stated to the meeting that, in order to enable
the Company to perform its obligations under any Underwriting Agreement and any
Selling Agency Agreement approved at this meeting providing for the sale of up
to $1,500,000,000 aggregate principal amount of Debt Securities, which may
include a put option or a call option or both, it was necessary that the Board
authorize the execution and delivery of one or more Company Orders or
Supplemental Indentures to the Indenture between the Company and The Bank of New
York, in such form as shall be approved by the officer executing the same, such
execution to be conclusive evidence of such approval. The terms of each series
of Debt Securities will be established under a Company Order or a Supplemental
Indenture. The interest rate, maturity and certain other terms have not yet been
determined. The Chairman recommended that the Board authorize the appropriate
officers of the Company to determine the financial terms and conditions of the
Debt Securities, including, without limitation, (i) the principal amount of the
Debt Securities to be sold in each offering; (ii) the interest or method of
determining the interest on the Debt Securities; (iii) the maturity (which shall
not exceed 50 years from the date of issuance) and redemption provisions of the
Debt Securities; and (iv) such other terms and conditions as are contemplated or
permitted by the Indenture or a Supplemental Indenture. The interest rate
applicable to the Debt Securities would not exceed the greater of (i) 300 basis
points over United States Treasury securities of comparable maturity or (ii) a
gross spread over United States Treasury securities that is consistent with
similar securities having comparable maturities and credit quality issued by
other companies.
Thereupon, it was, on motion duly made and seconded, unanimously
RESOLVED, that the Chairman of the Board, the Vice Chairman of the Board,
the President, the Vice President, the Treasurer or any Assistant Treasurer and
the Secretary or any Assistant Secretary be, and they hereby are, authorized to
create up to $1,500,000,000 aggregate principal amount of Debt Securities to be
issued under the Indenture and one or more Company Orders or Supplemental
Indentures, in such form as shall be approved by the officer executing the same,
such execution to be conclusive evidence of such approval, and with such
financial terms and conditions as determined by appropriate officers of this
Company, pursuant to the Indenture and one or more Company Orders or
Supplemental Indentures, and with an interest rate that would not exceed the
greater of 300 basis points over United States Treasury securities of comparable
maturity or a gross spread over United States Treasury securities that is
consistent with similar securities having comparable maturities and credit
quality issued by other companies, and to specify the maturity, redemption or
tender provisions and other terms, at the time of issuance thereof with the
maturity not to exceed 50 years; and further
RESOLVED, that the Chairman of the Board, the Vice Chairman of the Board,
the President, the Vice President, the Treasurer or any Assistant Treasurer and
the Secretary or any Assistant Secretary be, and they hereby are, authorized and
directed to execute and deliver, on behalf of this Company, one or more Company
Orders or Supplemental Indentures, specifying the designation, terms, redemption
provisions and other provisions of the Debt Securities and providing for the
creation of each series of Debt Securities, in such form as shall be approved by
the officer executing the same, such execution to be conclusive evidence of such
approval; that The Bank of New York is hereby requested to join in the execution
of any Company Order or Supplemental Indenture, as Trustee; and further
RESOLVED, that the Chairman of the Board, the Vice Chairman of the Board,
the President, the Vice President, the Treasurer or any Assistant Treasurer be,
and they hereby are, authorized and directed to execute and deliver, on behalf
of this Company, to the extent not determined in a Company Order or Supplemental
Indenture, a certificate requesting the authentication and delivery of any such
Debt Securities and establishing the terms of any tranche of such series or
specifying procedures for doing so in accordance with the procedures established
in the Indenture; and further
RESOLVED, that the Chairman of the Board, the Vice Chairman of the Board,
the President, the Vice President, the Treasurer or any Assistant Treasurer and
the Secretary or any Assistant Secretary of this Company be, and they hereby
are, authorized and directed to execute in accordance with the provisions of the
Indenture (the signatures of such officers to be effected either manually or by
facsimile, in which case such facsimile is hereby adopted as the signature of
such officer thereon), and to deliver to The Bank of New York, as Trustee under
the Indenture, the Debt Securities in the aggregate principal amount of up to
$1,500,000,000 as definitive fully registered bonds without coupons in such
denominations as may be permitted under the Indenture; and further
RESOLVED, that if any authorized officer of this Company who signs, or
whose facsimile signature appears upon, any of the Debt Securities ceases to be
such an officer prior to their issuance, the Debt Securities so signed or
bearing such facsimile signature shall nevertheless be valid; and further
RESOLVED, that, subject as aforesaid, The Bank of New York, as such
Trustee, be, and it hereby is, requested to authenticate, by the manual
signature of an authorized officer of such Trustee, the Debt Securities and to
deliver the same from time to time in accordance with the written order of this
Company signed in the name of this Company by its Chairman, President, the Vice
President, the Treasurer or any Assistant Treasurer; and further
RESOLVED, that Thomas G. Berkemeyer of Hilliard, Ohio, Ann B. Graf of
Columbus, Ohio, David C. House of Columbus, Ohio, William E. Johnson of Gahanna,
Ohio, and Kevin R. Fease of Pickerington, Ohio, attorneys and employees of
American Electric Power Service Corporation, an affiliate of this Company, be,
and each of them hereby is, appointed Counsel to render any Opinion of Counsel
required by the Indenture in connection with the authentication and delivery of
the Debt Securities; and further
RESOLVED, that the office of The Bank of New York, at 101 Barclay Street,
in the Borough of Manhattan, The City of New York, be, and it hereby is,
designated as the office or agency of this Company, in accordance with the
Indenture, for the payment of the principal of and the interest on the Debt
Securities, for the registration, transfer and exchange of Debt Securities and
for notices or demands to be served on the Company with respect to the Debt
Securities; and further
RESOLVED, that said The Bank of New York, be, and it hereby is, appointed
the withholding agent and attorney of this Company for the purpose of
withholding any and all taxes required to be withheld by the Company under the
Federal revenue acts from time to time in force and the Treasury Department
regulations pertaining thereto, from interest paid from time to time on the Debt
Securities, and is hereby authorized and directed to make any and all payments
and reports and to file any and all returns and accompanying certificates with
the Federal Government which it may be permitted or required to make or file as
such agent under any such revenue act and/or Treasury Department regulation
pertaining thereto; and further
RESOLVED, that the officers of this Company be, and they hereby are,
authorized and directed to effect transfers and exchanges of the Debt
Securities, pursuant to the Indenture without charging a sum for any Debt
Security issued upon any such transfer or exchange other than a charge in
connection with each such transfer or exchange sufficient to cover any tax or
other governmental charge in relation thereto; and further
RESOLVED, that The Bank of New York be, and it hereby is, appointed as
Security Registrar in accordance with the Indenture; and further
RESOLVED, that the officers of the Company be, and they hereby are,
authorized and directed to execute such instruments and papers and to do any and
all acts as to them may seem necessary or desirable to carry out the purposes of
the foregoing resolutions.
The Chairman then stated that one or more insurance companies may
insure the payment of principal and interest on certain types of Debt Securities
as such payments become due pursuant to a financial guaranty insurance policy
("Insurance Policy"). In this connection, the Company proposes to enter into one
or more Insurance Agreements, in such form as shall be approved by the officer
executing the same, such execution to be conclusive evidence of such approval.
Thereupon, after discussion, on motion duly made and seconded, it
was unanimously
RESOLVED, that the proper officers of the Company be, and they hereby are,
authorized to execute and deliver on behalf of the Company one or more Insurance
Agreements with an insurance company of their choice, in such form as shall be
approved by the officer executing the same, such execution to be conclusive
evidence of such approval; and further
RESOLVED, that the proper officers of the Company be, and they hereby are,
authorized on behalf of the Company to take such further action and do all other
things that any one of them shall deem necessary or appropriate in connection
with, the Insurance Policy and the Insurance Agreement.