Exhibit 24
APPALACHIAN POWER COMPANY
I, Jeffrey D. Cross, 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 March
31, 1994, 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rescinded, and that they are presently in full force and effect.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 25th day of May, 1994.
_/s/ Jeffrey D. Cross____
Assistant Secretary
APPALACHIAN POWER COMPANY
March 31, 1994
The Chairman outlined a proposed financing program
involving the issuance and sale, either at competitive bidding or
through a negotiated public offering with one or more agents or
underwriters, of its Cumulative Preferred Stock, without par
value, with an aggregate involuntary liquidation price of up to
$30,000,000, in one or more new series, with an involuntary
liquidation price of $25 or $100 per share. The Chairman then
stated that, if the officers of the Company deemed it necessary
or desirable, a cumulative sinking fund would be established to
retire annually a number of shares of such series equal to a
percentage of the number of shares of such series initially
issued at a price to be determined.
The Chairman stated that it was proposed that the
proceeds to be received in connection with the proposed sale of
Cumulative Preferred Stock would be used to refund directly or
indirectly cumulative preferred stock or 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 then stated that, in connection with the
proposed financing program, it had been necessary to file
applications with the Virginia State Corporation Commission and
the Tennessee Public Service Commission. The Chairman further
stated that it had been necessary to file with the Securities and
Exchange Commission an Application or Declaration on Form U-1,
pursuant to the applicable provisions of the Public Utility
Holding Company Act of 1935. The Chairman also stated that it
would be necessary to file one or more Registration Statements
pursuant to the applicable provisions of the Securities Act of
1933, as amended.
Thereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, that in connection with 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 applications with the Virginia State Corporation
Commission and the Tennessee Public Service Commission
and an Application or Declaration on Form U-1 with the
Securities and Exchange Commission, pursuant to the
applicable provisions of the Public Utility Holding
Company Act of 1935 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 ("the
Commission") on behalf of the Company one or more
Registration Statements pursuant to the applicable
provisions of the Securities Act of 1933, as amended;
and further
RESOLVED, that the proper officers of this Company
be, and they hereby are, authorized and directed to
take any and all further action in connection there-
with, 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 further stated that, in connection with
the filing with the Securities and Exchange Commission of one or
more Registration Statements relating to the proposed issuance
and sale of Cumulative Preferred Stock, without par value, with
an aggregate involuntary liquidation price of up to $30,000,000,
in one or more new series, with an involuntary liquidation price
of $25 or $100 per share, there was to be filed with the
Commission a Power of Attorney, dated March 31, 1994, 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, Appalachian Power Company proposes to
file with the Securities and Exchange Commission one or
more Registration Statements for the registration
pursuant to the applicable provisions of the Securities
Act of 1933, as amended, of Cumulative Preferred Stock,
without par value, with an aggregate involuntary
liquidation price of up to $30,000,000, in one or more
new series, with an involuntary liquidation price of
$25 or $100 per share; and
WHEREAS, in connection with said Registration
Statement(s), there is to be filed with the Securities
and Exchange Commission a Power of Attorney, dated
March 31, 1994, executed by certain of the officers and
directors of this Company appointing E. Linn Draper,
Jr., G. P. Maloney, Bruce M. Barber and Armando A.
Pena, 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 thereupon stated to 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 Cumulative Preferred Stock 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 Messrs. Winthrop, Stimson, Putnam &
Roberts 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 Cumulative Preferred Stock of this Company proposed
to be issued and sold in connection with the proposed
financing program of this Company.
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 Cumulative Preferred Stock, without
par value, with an aggregate involuntary liquidation price of up
to $30,000,000, in one or more new series, with an involuntary
liquidation price of $25 or $100 per share, does hereby appoint
E. LINN DRAPER, JR., G. P. MALONEY, BRUCE M. BARBER and ARMANDO
A. PENA 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 31st day of March, 1994.
/s/ E. Linn Draper, Jr._____ /s/ Wm. J. Lhota____________
E. Linn Draper, Jr. L.S. Wm. J. Lhota L.S.
/s/ P. J. DeMaria___________ /s/ G. P. Maloney___________
P. J. DeMaria L.S. G. P. Maloney L.S.
/s/ A. Joseph Dowd__________ /s/ J. J. Markowsky_________
A. Joseph Dowd L.S. J. J. Markowsky L.S.
/s/ L. M. Feck______________ /s/ J. H. Vipperman_________
L. M. Feck L.S. J. H. Vipperman L.S.