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 (the "Act"), one or more Registration
Statements in connection with the Company's Dividend Reinvestment and Direct
Stock Purchase Plan for the registration thereunder of up to $20,000,000
aggregate amount of its securities, does hereby appoint SUSAN TOMASKY, ARMANDO
A. PENA and GEOFFREY S. CHATAS 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 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 23rd
day of July, 2003.
/S/ E. R. Brooks /S/ Leonard J. Kujawa
- ------------------------------ ------------------------------
E. R. Brooks Leonard J. Kujawa
/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. Linn 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
/S/ William R. Howell /S/ Kathryn D. Sullivan
- ------------------------------ ------------------------
William R. Howell Kathryn D. Sullivan
/S/ Lester A. Hudson, Jr.
- ------------------------------
Lester A. Hudson, Jr.
CERTIFICATE
I, Thomas G. Berkemeyer, Assistant Secretary of AMERICAN ELECTRIC POWER
COMPANY, INC., do hereby certify that the attached constitutes a true and exact
copy of resolutions duly adopted by the Board of Directors of said Company at
the meeting of said Board on July 23, 2003. I further certify that said
resolutions as amended are in full force and effect at the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand at Columbus, Ohio this
20th day of December, 2004.
/S/ Thomas G. Berkemeyer
Thomas G. Berkemeyer
Assistant Secretary
AMERICAN ELECTRIC POWER COMPANY, INC.
July 23, 2003
The Chairman reminded the Board that prior to July 24, 1996, the
Company had authorized for issuance and sale up to 54,000,000 shares of Common
Stock ("Common Stock") of the Company pursuant to the Company's Dividend
Reinvestment and Direct Stock Purchase Plan (the "Plan"), had registered the
Common Stock with the Securities and Exchange Commission (the "SEC") and had
listed the Common Stock on The New York Stock Exchange, Inc. (the "NYSE"). The
Chairman further stated that as the agent under the Plan fulfills the
requirements of the Plan with newly issued shares of Common Stock as well as
with shares purchased for the Plan on the open market, it would be appropriate
at this time to authorize the issuance and sale and the registration of up to
20,000,000 additional shares of Common Stock of the Company ("Additional
Shares") to meet the anticipated requirements of the Plan for the next few
years. These Additional Shares would also be listed on the New York Stock
Exchange to fulfill the requirements of the Plan. In addition, the Chairman
reminded the Board that the prospectus used in connection with the Plan, which
is the Plan document, has not been updated since 1997 and that it would be
appropriate to authorize certain officers of the Company to make technical
amendments to the Plan to update the information contained in the Prospectus.
The Chairman also stated that it may be necessary to seek approval from the SEC
under the Public Utility Holding Company Act of 1935 (the "1935 Act")to the
extent necessary to provide for the issuance of the Additional Shares and any
amendments to the Plan.
Thereupon, after full and thorough discussion, upon motion duly made
and seconded, it was
RESOLVED, that, subject to the Company having available for
delivery at each date of issuance a Prospectus with respect to
shares of Common Stock of the Company to be sold pursuant to the
Plan that meets the requirements of Section 10(a) of the Securities
Act of 1933, the proper officers of the Company are hereby
authorized and directed to cause to be issued to Equiserve Trust
Company, formerly Chicago Trust Company of New York ("Equiserve") as
agent for participants in the Plan, at such times and in such
numbers as may be required to meet the requirements of the Plan, and
for such consideration in cash as may be determined from time to
time in accordance with the provisions of the Plan, not in excess of
20,000,000 Additional Shares of the authorized but unissued common
stock, par value $6.50 per share of the Company (the "Additional
Shares"); and further,
RESOLVED, that Equiserve, as agent for the Company, be and it
hereby is authorized, upon receipt of instructions from the proper
officers of the Company or American Electric Power Service
Corporation to requisition from itself, as Transfer Agent of the
Common Stock of the Company, such shares of Common Stock of the
Company as may be purchased by it from the Company or on the open
market from time to time, as agent for participants in the Plan; and
further
RESOLVED, that Equiserve, as Transfer Agent for shares of the
Common Stock of the Company, be and it hereby is authorized and
required to authenticate, deliver and transfer certificates for such
shares of Additional Common Stock as may be issued to and purchased
by it as agent for participants in the Plan; and further,
RESOLVED, that the authority of Equiserve, as Registrar for
shares of the Common Stock, be and it hereby is increased by
20,000,000 shares; and that Equiserve be and it hereby is authorized
and requested to register and countersign such certificates for
shares of the Additional Shares as may be issued from time to time;
and further
RESOLVED, that the actions of the certain officers of the
Company in filing with the SEC the Company's declaration on Form U-1
with respect to the Plan for the purpose of obtaining authorization
by the SEC under the 1935 Act, as amended, to (i) issue and sell the
Additional Shares pursuant to the Plan through December 31, 2008, to
execute and file with the SEC such papers and documents, including
but not limited to, additional amendments, supplements and exhibits
to such declaration, as such officers may consider necessary or
desirable, as counsel for the Company may advise, or as the SEC may
require, are hereby authorized and approved and further
RESOLVED, that the proper officers of this Company be, and
they hereby are authorized and directed to execute and file with the
Securities and Exchange Commission a Registration Statement under
the Securities Act of 1933 on the appropriate form with respect to
the Additional Shares to be offered for sale or purchased on the
open market pursuant to the Plan; and such officers are further
authorized to execute and file with said Commission such other
papers and documents in connection therewith, including but not
limited to, amendments, supplements and exhibits to such
Registration Statement, as such officers may consider necessary or
desirable, as counsel for this Company may advise, or as said
Commission may require; and further
RESOLVED, that S. Tomasky, G. S. Chatas and A. A. Pena, and
each of them be, and they hereby are, authorized to sign the
Registration Statement referred to in the preceding resolution on
behalf of the Company by an attorney-in-fact and agent duly
appointed in a written instrument; and further
RESOLVED, that the listing of the Additional Shares on the
NYSE be, and the same hereby is, authorized; and that Ms. S.
Tomasky and Messrs. G. S. Chatas and A. A. Pena, or any one or
more of them, be, and the same hereby are: (i) authorized to
prepare, execute and cause to be delivered to the NYSE an
application in the appropriate form for the listing of the
Additional Shares on the NYSE; and (ii) designate representatives
of the Company to appear before officials of the NYSE with
authority to make such changes in said application and to take
such steps as may be necessary to effect the listing of the
Additional Shares on the NYSE, and further
RESOLVED, that the appropriate officers of the Company are
hereby authorized to make any technical amendments and/or updates to
the Plan document, including any change of agent for the Plan, and
further
RESOLVED, that the appropriate officers of the Company be, and
they hereby are, authorized to take such other action as they may
deem necessary or desirable in order to carry into effect the
purpose and intent of the foregoing resolution.