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 February 24, 2004, 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resolutions have not been altered, amended or rescinded, and that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 8th day of June, 2004.
/s/ Thomas G. Berkemeyer_____
Assistant Secretary
APPALACHIAN POWER COMPANY
February 24, 2004
The Chairman outlined a proposed financing program through December
31, 2004 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 $500,000,000 (or its
equivalent in another currency or composite currency) aggregate principal amount
of debt securities, including up to $200,000,000 of new indebtedness, 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 $500,000,000,
including up to $200,000,000 of new indebtedness ("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 $500,000,000 of
Debt Securities or Term Notes through December 31, 2004. 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 $500,000,000 aggregate principal
amount of Debt Securities; and further
RESOLVED, that Susan Tomasky, Armando A. Pena and Stephen P.
Smith, 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 $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 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 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.
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 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, or wedging products such as forwards or futures, or
similar products ("Interest Rate Management Agreements"), in each case to manage
and minimize interest costs. The transactions will be for a fixed period, stated
principal amount and 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 the aggregate notional amount of all Interest Rate Management
Agreements will not exceed 25% of the Company's total existing debt obligations
and such other conditions that may be imposed by any regulatory body.
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, 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 the
aggregate notional amount of all Interest Rate Management Agreements
will not exceed 25% of the Company's total existing debt obligations
and such other conditions that may be imposed by any regulatory
body; 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
$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 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 $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 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 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 $500,000,000 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, now known as Deutsche
Bank Trust Company Americas, 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 350 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
$500,000,000 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, now known as Deutsche Bank Trust
Company Americas, 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, now known as Deutsche Bank Trust Company Americas, 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 350 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, now known as Deutsche
Bank Trust Company Americas, 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, now known as Deutsche Bank Trust Company
Americas, as Trustee under the Mortgage, bonds of each New Series in
the aggregate principal amount of up to $500,000,000 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,
now known as Deutsche Bank Trust Company Americas, 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 LLP 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 Mark A. Gray of Dublin, Ohio or Preston S.
Kissman 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, now known
as Deutsche Bank Trust Company Americas, 60 Wall Street, New York,
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, now known as
Deutsche Bank Trust Company Americas, be, and it hereby is,
appointed as the agent of this Company 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, now known as
Deutsche Bank Trust Company Americas, 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, an Underwriting Agreement or other
agreement. He further noted that, in order to enable the Company to perform its
obligations under the Selling Agency Agreement, the Underwriting Agreement or
other agreement approved at this meeting providing for the sale of up to
$500,000,000 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 ("Indenture"), 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 350 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 $500,000,000 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 350 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 $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 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, c/o
Deutsche Bank, 280 Park Avenue, New York, 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
or Term Notes as such payments become due pursuant to a financial guaranty
insurance or other policy or agreement ("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 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 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 $500,000,000
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 350
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 $500,000,000 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 350 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 $500,000,000 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, institutional or other investors,
which would provide for the Company to borrow up to $500,000,000. 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 50 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 350 basis points the yield to maturity of United
States Treasury obligations that mature on or about the date of maturity of the
Term Note. The initial rate of any fluctuating rate of interest will not exceed
10%. Term Notes may be documented through the execution and delivery of one or
more Company Orders or Supplemental Indentures to the Indenture.
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 or Term Notes which may be documented through the
execution and delivery of one or more Company Orders or Supplemental
Indentures to the Indenture, 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 350 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, at the time of issuance, shall not 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, institutional or other investors, up
to $500,000,000, upon the terms and subject to the conditions of the
Term Loan Agreement or Term Notes 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 or Term Notes 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, including one or more Company Orders or
Supplemental Indentures to the Indenture, 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 $500,000,000 aggregate principal amount of its
Debt Securities, including up to $200,000,000 of new indebtedness, 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
MICHAEL G. MORRIS, SUSAN TOMASKY, ARMANDO A. PENA and STEPHEN P. SMITH 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 24th day of February, 2004.
_/s/ Michael G. Morris________ __/s/ Robert P. Powers______
Michael G. Morris L.S. Robert P. Powers L.S.
_/s/ Jeffrey D. Cross_______ _/s/ Thomas V. Shockley III_
Jeffrey D. Cross L.S. Thomas V. Shockley, III L.S.
_/s/ Henry W. Fayne_________ _/s/ Stephen P. Smith_______
Henry W. Fayne L.S. Stephen P. Smith L.S.
_/s/ Thomas M. Hagan________ _/s/ Susan Tomasky__________
Thomas M. Hagan L.S. Susan Tomasky L.S.
_/s/ Armando A. Pena________
Armando A. Pena L.S.