Exhibit 24
APPALACHIAN POWER COMPANY
I, Thomas G. Berkemeyer, Assistant Secretary of APPALACHIAN POWER
COMPANY, 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
January 23, 2002, 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resolutions have not been altered, amended or rescinded, and that they are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 ____ day of January, 2002.
_/s/ Thomas G. Berkemeyer_
Assistant Secretary
APPALACHIAN POWER COMPANY
January 23, 2002
The Chairman outlined a proposed financing program through December
31, 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 $450,000,000 (or its
equivalent in another currency or composite currency) aggregate principal amount
of debt securities comprised of first mortgage bonds or secured or unsecured
promissory notes (including Junior Subordinated Debentures), or a combination of
each, in one or more new series, each series to have a maturity of not more than
50 years ("Debt Securities"). He then stated that, as an alternative to issuing
Debt Securities, the Company might enter into a term loan agreement or note
purchase agreement with one or more commercial banks, financial institutions or
other institutional investors, providing for the issuance of unsecured notes
with a maturity in excess of nine months in an aggregate principal amount of up
to $450,000,000 ("Term Notes").
The Chairman explained that it was proposed that the proceeds to be
received in connection with the proposed sale of Debt Securities and the Term
Notes would be added to the general funds of the Company and used to redeem
directly or indirectly long-term debt, to refund directly or indirectly
preferred stock, to repay short-term debt at or prior to maturity, to reimburse
the Company's treasury for expenditures incurred in connection with its
construction program and for other corporate purposes.
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
applications with the Virginia State Corporation Commission and the Tennessee
Regulatory Authority seeking authorization for the issuance of $450,000,000 of
Debt Securities through December 31, 2002. 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 applications with the Virginia State
Corporation Commission and the Tennessee Regulatory Authority 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 ("SEC") 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
President, any 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 $450,000,000 aggregate principal
amount of Debt Securities; and further
RESOLVED, that Susan Tomasky, 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 $450,000,000
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 President, any
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 President, any
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 $450,000,000 of Debt Securities, there was to be filed with
the SEC a Power of Attorney, dated January 23, 2002, 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 $450,000,000 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 January
23, 2002, executed by certain of the officers and directors of this
Company appointing E. Linn Draper, Jr., Susan Tomasky, 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 a treasury
hedge agreement, such as a treasury lock agreement, treasury put option or
interest rate collar agreement ("Treasury Hedge Agreement") to protect against
future interest rate movements in connection with the issuance of the Debt
Securities and Term Notes. He recommended that the Board authorize the
appropriate officers of the Company to enter into a Treasury Hedge Agreement,
provided that the amount covered by such Agreement would not exceed the
principal amount of Debt Securities and Term Notes the Company anticipates
offering and that the term of such Agreement will not exceed 90 days.
Thereupon, it was, on motion duly made and seconded, unanimously
RESOLVED, that the Chairman of the Board, the President, any
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 Treasury Hedge
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 amount covered by such Agreement would not exceed
the principal amount of Debt Securities and Term Notes the Company
anticipates offering and that the term of such 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 explained that, with respect to the issuance of up to
$450,000,000 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 President, any
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 $450,000,000 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 President, any
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, 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 then stated that one or more insurance companies or
other institutions may insure the payment of principal and interest on certain
types of Debt Securities as such payments become due or provide other methods of
credit enhancement pursuant to a financial guaranty insurance or other policy or
agreement ("Insurance Agreement"). 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 in order to enhance the credit of one or more
series of Debt Securities 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 or
other institution 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 Agreement.
The Chairman related to the meeting that any Underwriting Agreement
and any Selling Agency Agreement would be entered into in connection with the
issuance of Debt Securities. He noted that, in order to enable the Company to
perform its obligations under the Selling Agency Agreement or the Underwriting
Agreement approved at this meeting providing for the sale of up to $450,000,000
aggregate principal amount of First Mortgage Bonds, it was proposed that the
Board authorize the appropriate officers to create one or more new series of
First Mortgage Bonds, to be issued under the Mortgage and Deed of Trust, dated
December 1, 1940, of the Company to Bankers Trust Company, as Trustee, as
heretofore supplemented and amended, and as to be supplemented and amended by
one or more additional Supplemental Indentures to the Mortgage and Deed of
Trust, each of said new series of First Mortgage Bonds to be entitled and
designated as, in the case of a medium term note program, "First Mortgage Bonds,
Designated Secured Medium Term Notes, ______% Series due ____________", and, in
the case of an Underwriting Agreement, "First Mortgage Bonds, ______% Series due
____________", with the interest rate, maturity and certain other terms of each
such series of First Mortgage Bonds to be designated at the time of creation
thereof, the maturity to be not less than nine months nor more than 50 years.
Any fixed rate of interest applicable to the First Mortgage Bonds will not
exceed by more than 300 basis points the yield to maturity of United States
Treasury obligations of comparable maturity at the time of pricing of the First
Mortgage Bonds. Any initial interest rate on any variable rate First Mortgage
Bonds will not exceed 10% per annum.
Thereupon, after full and thorough discussion, it was, on motion
duly made and seconded, unanimously
RESOLVED, that the officers of this Company (including the
Chairman of the Board, the President, any Vice President, the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant
Secretary) be, and they hereby are, authorized to create up to
$450,000,000 aggregate principal amount of First Mortgage Bonds in
one or more series, each series to be issued under and secured by the
Mortgage and Deed of Trust, dated December 1, 1940, of the Company to
Bankers Trust Company, as Trustee, and certain indentures
supplemental thereto, including one or more additional Supplemental
Indentures to the Mortgage and Deed of Trust, in such form as shall
be approved by the officer executing the same, such execution to be
conclusive evidence of such approval, to be made by this Company to
Bankers Trust Company, as Trustee (said Mortgage and Deed of Trust as
heretofore supplemented and amended, and as to be supplemented and
amended, being hereinafter called the "Mortgage"), each series to be
designated and to be distinguished from bonds of all other series by
the title, in the case of a medium term note program, "First Mortgage
Bonds, Designated Secured Medium Term Notes, ______% Series due
____________", and, in the case of an Underwriting Agreement, "First
Mortgage Bonds, ______% Series due ____________", (hereinafter called
"bonds of each New Series"), provided that the interest rate,
maturity and the applicable redemption provisions, if any, and such
other terms, including, but not limited to, interest payment dates
and record payment dates, shall be designated at the time of creation
thereof and such maturity shall not be less than nine months nor more
than 50 years and further provided that any fixed rate of interest
applicable to the First Mortgage Bonds will not exceed by more than
300 basis points the yield to maturity of United States Treasury
obligations of comparable maturity at the time of pricing of the
First Mortgage Bonds and any initial interest rate on any variable
rate First Mortgage Bonds will not exceed 10% per annum; and further
RESOLVED, that the officers of this Company (including the
Chairman of the Board, the President, any Vice President, the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant
Secretary) be, and they hereby are, authorized and directed to
execute and deliver, under the seal of and on behalf of this Company,
one or more additional Supplemental Indentures, specifying the
designation, terms, redemption provisions and other provisions of the
bonds of each New Series and providing for the creation of the bonds
of each New Series and effecting the amendments to the Mortgage
described therein, such form as shall be approved by the officer
executing the same, such execution to be conclusive evidence of such
approval; that Bankers Trust Company is hereby requested to join in
the execution of said Supplemental Indentures, as Trustee; and that
the officers (including the Chairman of the Board, the President, any
Vice President, the Treasurer, any Assistant Treasurer, the Secretary
or any Assistant Secretary) of this Company be, and they hereby are,
authorized and directed to record and file, or to cause to be
recorded and filed, said Supplemental Indentures in such offices of
record and take such other action as may be deemed necessary or
advisable in the opinion of counsel for the Company; and that such
officers be, and they hereby are, authorized to determine and
establish the basis on which the bonds of each New Series shall be
authenticated under the Mortgage; and further
RESOLVED, that the terms and provisions of the bonds of each New
Series and the forms of the registered bonds of each New Series and
of the Trustee's Authentication Certificate be, and they hereby are,
established as provided in the form of Supplemental Indenture to the
Mortgage hereinbefore authorized, with such changes as may be
required upon the establishment of the further terms thereof by the
appropriate officers of the Company as herein authorized; and further
RESOLVED, that the registered bonds of each New Series shall be
substantially in the form set forth in the form of Supplemental
Indenture approved at this meeting; and further
RESOLVED, that, subject to compliance with the provisions of
Article VI or VII of the Mortgage, the Chairman of the Board, the
President, any Vice President or the Treasurer and the Secretary or
any Assistant Secretary of this Company be, and they hereby are,
authorized and directed to execute under the seal of this Company in
accordance with the provisions of Section 14 of Article II of the
Mortgage (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
Bankers Trust Company, as Trustee under the Mortgage, bonds of each
New Series in the aggregate principal amount of up to $450,000,000 as
definitive fully registered bonds without coupons in such
denominations as may be permitted under the Mortgage; and further
RESOLVED, that if any authorized officer of this Company who
signs, or whose facsimile signature appears upon, any of the bonds of
each New Series ceases to be such an officer prior to their issuance,
the bonds of each New Series so signed or bearing such facsimile
signature shall nevertheless be valid; and further
RESOLVED, that, subject as aforesaid, Bankers Trust Company, as
such Trustee, be, and it hereby is, requested to authenticate, by the
manual signature of an authorized officer of such Trustee, bonds of
each New Series 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 or one of its Vice
Presidents and its Treasurer or one of its Assistant Treasurers; and
further
RESOLVED, that the Chairman of the Board, the President, any
Vice President, the Treasurer or any Assistant Treasurer of the
Company be, and they hereby are, authorized to execute any
Treasurer's Certificate required by Section 29(2) of Article VI and
Section 30(2) of Article VII of the Mortgage, in connection with the
authentication and delivery of the bonds of the New Series, and in
connection with any other actions taken, or to be taken, under the
Mortgage; and further
RESOLVED, that the law firm of Hunton & Williams and that Thomas
G. Berkemeyer of Hilliard, Ohio, Ann B. Graf of Columbus, Ohio, and
David C. House of Columbus, 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 the Opinion
of Counsel required by Article VI, Section 29(8) or Article VII,
Section 30(3) of said Mortgage in connection with the authentication
and delivery of the bonds of each New Series; and further
RESOLVED, that John R. Jones, III of Dublin, Ohio or Vincent A.
Lepore of Columbus, Ohio, engineers and officers of American Electric
Power Service Corporation, an affiliate of this Company, be, and each
of them hereby is, appointed the Engineer to make with the President,
any Vice President, the Treasurer or an Assistant Treasurer of this
Company any Engineer's Certificate required by Article VI of the
Mortgage, in connection with the authentication and delivery of the
bonds of each New Series; and further
RESOLVED, that the office of Bankers Trust Company at Four
Albany Street, in the Borough of Manhattan, The City of New York, be,
and it hereby is, fixed as the office or agency of this Company for
the payment of the principal of and the interest on the bonds of each
New Series and as the office or agency of the Company in The City of
New York for the registration, transfer and exchange of registered
bonds of each New Series; and further
RESOLVED, that said Bankers Trust Company be, and it hereby is,
appointed as the agent of this Company, in the Borough of Manhattan,
The City of New York for the payment of the principal of and interest
on the bonds of each New Series, and for the registration, transfer
and exchange of registered bonds of each New Series; and further
RESOLVED, that said Bankers Trust Company 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 bonds of each New Series, 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, until further action by this Board, the officers
of this Company be, and they hereby are, authorized and directed to
effect transfers and exchanges of bonds of each New Series, pursuant
to Section 12 of the Mortgage without charging a sum for any bond of
the New Series issued upon any such transfer or exchange other than a
charge in connection with each such transfer or exchange sufficient
to reimburse the Company for any tax or other governmental charge
required to be paid by the Company in connection therewith; and
further
RESOLVED, that the firm of Deloitte & Touche LLP be, and they
hereby are, appointed as independent accountants to render any
independent public accountant's certificate required under Section 29
of the Mortgage; 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 explained that as an alternative to the issuance of
First Mortgage Bonds, the Company may issue and sell unsecured notes ("Notes"),
pursuant to a Selling Agency Agreement or an Underwriting Agreement. He further
noted that, in order to enable the Company to perform its obligations under the
Selling Agency Agreement or the Underwriting Agreement approved at this meeting
providing for the sale of up to $450,000,000 aggregate principal amount of the
Notes, it was necessary that the Board authorize the execution and delivery of
one or more Company Orders or Supplemental Indentures to the Indenture, dated as
of January 1, 1998, 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 Notes 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 Notes, including,
without limitation, (i) the principal amount of the Notes to be sold in each
offering; (ii) the interest or method of determining the interest on the Notes;
(iii) the maturity (which shall not exceed 50 years from the date of issuance)
and redemption provisions of the Notes; and (iv) such other terms and conditions
as are contemplated or permitted by the Indenture, a Company Order or a
Supplemental Indenture. Any fixed interest rate applicable to the Notes would
not exceed by more than 300 basis points the yield to maturity of United States
Treasury obligations of comparable maturity at the time of pricing of the Notes.
Any initial fluctuating interest rate applicable to the Notes would not exceed
10%.
Thereupon, it was, on motion duly made and seconded, unanimously
RESOLVED, that the Chairman of the Board, the President, any
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 $450,000,000 aggregate principal amount of
Notes to be issued under the Indenture and one or more Supplemental
Indentures or Company Orders, 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 Supplemental Indentures or
Company Orders, and with either a fixed rate of interest which shall
not exceed by more than 300 basis points the yield to maturity on
United States Treasury obligations of comparable maturity at the time
of pricing of the Notes or at an initial fluctuating rate of interest
which at the time of pricing would not exceed 10%, or at a
combination of such described fixed or fluctuating rates, 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 President, any
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 Supplemental Indentures or Company Orders,
specifying the designation, terms, redemption provisions and other
provisions of the Notes and providing for the creation of each series
of Notes, 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 Supplemental Indenture or Company Order, as Trustee;
and further
RESOLVED, that the Chairman of the Board, the President, any
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 Supplemental
Indenture or Company Order, a certificate requesting the
authentication and delivery of any such Notes 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 President, any
Vice President or the 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 Notes in
the aggregate principal amount of up to $450,000,000 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 Notes
ceases to be such an officer prior to their issuance, the Notes 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 Notes
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, any 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 Notes; and further
RESOLVED, that the office of The Bank of New York, at 5 Penn
Plaza, 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 Notes, for the registration, transfer and
exchange of Notes and for notices or demands to be served on the
Company with respect to the Notes; 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 Notes, 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
Notes, pursuant to the Indenture without charging a sum for any Note
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 Note 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.
The Chairman noted that as an additional alternative to the issuance
of First Mortgage Bonds or Notes, the Company may issue and sell Junior
Subordinated Debentures pursuant to an Underwriting Agreement. He reminded the
Board that the Company has entered into an Indenture with The First National
Bank of Chicago dated as of September 1, 1996 ("Indenture") in connection with
the Company's issuance of Junior Subordinated Debentures ("Debentures"). The
Chairman stated that, in connection with the proposed sale of up to $450,000,000
aggregate principal amount of Debentures, it was necessary that the Board of
Directors of this Company authorize the execution and delivery of one or more
Supplemental Indentures to the Indenture ("Supplemental Indenture"). The
Debentures will be created under the Supplemental Indenture and will also allow
the Company to defer payment of interest for up to five years. The Chairman
recommended that the Board authorize the appropriate officers of the Company to
create the Debentures and specify the interest rate or method of determining the
interest on the Debentures, maturity, redemption provisions and other terms at
the time of creation, with the maturity not to exceed 50 years. Any fixed
interest rate applicable to the Debentures would not exceed by more than 300
basis points the yield to maturity of United States Treasury obligations of
comparable maturity at the time of pricing of the Debentures. Any initial
fluctuating interest rate applicable to the Debentures would not exceed 10%.
Thereupon, on motion duly made and seconded, it was unanimously
RESOLVED, that the Chairman of the Board, the President or any
Vice President, the Treasurer or any Assistant Treasurer and the
Secretary or any Assistant Secretary be, and they hereby are,
authorized (i) to create up to $450,000,000 aggregate principal
amount of Debentures to be issued under the Indenture and one or more
Supplemental Indentures, in such form as shall be approved by the
officer executing the same, such execution to be conclusive evidence
of such approval, to be designated and to be distinguished from
debentures of all other series by the title "____% Junior
Subordinated Deferrable Interest Debentures, Series __, Due
____________", and (ii) to specify the interest rate, maturity,
redemption provisions and other terms at the time of creation thereof
with the maturity not to exceed 50 years and with either a fixed rate
of interest which shall not exceed by more than 300 basis points the
yield to maturity of United States Treasury obligations of comparable
maturity at the time of pricing of the Debentures or at an initial
fluctuating rate of interest which at the time of pricing will not
exceed 10%, or a combination of such fixed or fluctuating rates; and
further
RESOLVED, that the Chairman of the Board, the President or any
Vice President, the Treasurer or any Assistant Treasurer, the
Secretary or any Assistant Secretary be, and they hereby are,
authorized and directed to execute and deliver, under the seal of and
on behalf of this Company, one or more Supplemental Indentures,
specifying the designation, terms, redemption provisions and other
provisions of the Debentures and providing for the creation of the
Debentures, such instrument to be in the form as shall be approved by
the officer executing the same, such execution to be conclusive
evidence of such approval; that The First National Bank of Chicago is
hereby requested to join in the execution of any such Supplemental
Indenture, as Trustee; and further
RESOLVED, that the terms and provisions of the Debentures and
the form of the registered Debentures and of the Trustee's
Authentication Certificate shall be established by the appropriate
officers of the Company as herein authorized; and further
RESOLVED, that the Chairman of the Board, the President, any
Vice President or the Treasurer and the Secretary or any Assistant
Secretary of this Company be, and they hereby are, authorized and
directed to execute under the seal of this Company 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 First National Bank of Chicago, as
Trustee under the Indenture, the Debentures in the aggregate
principal amount of up to $450,000,000 as definitive fully registered
bonds without coupons in denominations of $25 or integral multiples
thereof; and further
RESOLVED, that if any authorized officer of this Company who
signs, or whose facsimile signature appears upon, any of the
Debentures ceases to be such an officer prior to their issuance, the
Debentures so signed or bearing such facsimile signature shall
nevertheless be valid; and further
RESOLVED, that, subject as aforesaid, The First National Bank of
Chicago, as such Trustee, be, and it hereby is, requested to
authenticate, by the manual signature of an authorized officer of
such Trustee, the Debentures 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, one of its Vice
Presidents or its Treasurer, and its Secretary or one of Assistant
Secretaries; 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 Debentures; and further
RESOLVED, that the office of The First National Bank of Chicago,
One First National Plaza, Suite 0126, Chicago, Illinois, be, and it
hereby is, designated as the office or agency of this Company, in
accordance with Section 4.02 of the Indenture, for the payment of the
principal of and the interest on the Debentures, for the
registration, transfer and exchange of Debentures and for notices or
demands to be served on the Company with respect to the Debentures;
and further
RESOLVED, that The First National Bank of Chicago, 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 Debentures, 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
Debentures, pursuant to Section 2.05 of the Indenture without
charging a sum for any Debenture 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 First National Bank of Chicago be, and it
hereby is, appointed as Debenture Registrar in accordance with
Section 2.05(b) of 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 further stated that it would be desirable to authorize
the proper officers of the Company on behalf of the Company, to enter into one
or more term loan or note purchase agreements, in such form as shall be approved
by the officer executing the same, such execution to be conclusive evidence of
such approval ("Term Loan Agreement"), with one or more as yet unspecified
commercial banks, financial institutions or other institutional investors, which
would provide for the Company to borrow up to $450,000,000. Such borrowings
would be evidenced by an unsecured promissory note or notes ("Term Note") of the
Company maturing not less than nine months nor more than 30 years after the date
thereof, bearing interest to maturity at either a fixed rate, floating rate, or
combination thereof. Any fixed interest rate of the Term Note will not exceed by
more than 300 basis points the yield to maturity of United States Treasury
obligations that mature on or about the date of maturity of the Term Note. Any
fluctuating rate will not be greater than 200 basis points above the rate of
interest announced publicly by the lending bank from time to time as its base or
prime rate, but in no event will the initial fluctuating rate of interest exceed
10%.
Thereupon, upon motion duly made and seconded, it was unanimously
RESOLVED, that the Chairman of the Board, the President, any
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 Term
Loan Agreements in such form as shall be approved by the officer
executing the same, such execution to be conclusive evidence of such
approval, at either a fixed rate of interest which shall not exceed
by more than 300 basis points the yield to maturity of United States
Treasury obligations that mature on or about the maturity date of the
Term Note issued thereunder, or a fluctuating rate of interest which
shall not be greater than 200 basis points above the rate of interest
announced publicly by the lending bank from time to time as its base
or prime rate, but in no event will such initial fluctuation rate of
interest exceed 10%, or at a combination of such described fixed or
fluctuating rates; and further
RESOLVED, that the Chairman of the Board, the President, any
Vice President, the Treasurer or any Assistant Treasurer of this
Company be, and each of them hereby is, authorized, in the name and
on behalf of this Company, to borrow from one or more commercial
banks, financial institutions or other institutional investors, up to
$450,000,000, upon the terms and subject to the conditions of the
Term Loan Agreement as executed and delivered; and in connection
therewith, to execute and deliver a promissory note, with such
insertions therein and changes thereto consistent with such Term Loan
Agreement 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 this 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.
APPALACHIAN POWER COMPANY
POWER OF ATTORNEY
Each of the undersigned directors or officers of APPALACHIAN POWER
COMPANY, a Virginia 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 $450,000,000 aggregate principal amount of its
Debt Securities comprising first mortgage bonds or secured or unsecured
promissory notes (including Junior Subordinated Debentures), or a combination of
each, in one or more new series, each series to have a maturity not exceeding 50
years, does hereby appoint E. LINN DRAPER, JR., SUSAN TOMASKY, 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 hereunto set their hands and
seals this 23rd day of January, 2002.
/s/ E. Linn Draper, Jr._____ /s/ Thomas V. Shockley, III_
E. Linn Draper, Jr. L.S. Thomas V. Shockley, III L.S.
/s/ Henry W. Fayne__________ /s/ Susan Tomasky___________
Henry W. Fayne L.S. Susan Tomasky L.S.
/s/ Armando A. Pena_________ /s/ J. H. Vipperman_________
Armando A. Pena L.S. J. H. Vipperman L.S.
/s/ Robert P. Powers________
Robert P. Powers L.S.