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
February 22, 1995, 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amended or rescinded, and that they are presently in full force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 4th day of April, 1995.
__/s/ Jeffrey D. Cross___
Assistant Secretary
APPALACHIAN POWER COMPANY
February 22, 1995
The Chairman outlined a proposed financing program
through December 31, 1996 of the Company involving the issuance
and sale, either at competitive bidding or through a negotiated
public offering with one or more agents or underwriters, of up to
$150,000,000 aggregate principal amount of First Mortgage Bonds
or Secured Medium Term Notes, or a combination of each, in one or
more new series, each series to have a maturity of not less than
nine months and not more than forty-two years (the "Debt
Securities").
The Chairman stated that it was proposed that the
proceeds to be received in connection with the proposed sale of
Debt Securities would be used to refund directly or indirectly
long-term debt 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 reminded the Board that all necessary
approvals had been obtained from the Virginia State Corporation
Commission and the Tennessee Public Service Commission to issue
the Debt Securities through December 31, 1995, but that it would
be necessary to file amendments to the Company's applications
with the Virginia State Corporation Commission and the Tennessee
Public Service Commission to extend such authority through
December 31, 1996. 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 proper
officers of the Company be, and they hereby are,
authorized on behalf of the Company to execute and file
any necessary amendments to the applications with the
Virginia State Corporation Commission and the Tenneseee
Public Service Commission; 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 up to $150,000,000 of Debt Securities, there was to
be filed with the Commission a Power of Attorney, dated February
22, 1995, 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 up to $150,000,000
aggregate principal amount of Debt Securities compris-
ing either First Mortgage Bonds or Secured Medium Term
Notes, or a combination of each, in one or more new
series, each series to have a maturity of not less than
nine months and not more than forty-two years; 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
February 22, 1995, 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 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 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 then stated that, with respect to the
issuance of up to $150,000,000 of First Mortgage Bonds through
one or more agents under a medium term note program, the Company
has negotiated a form of Selling Agency Agreement pursuant to
which Salomon Brothers Inc, CS First Boston Corporation and
Chemical Securities Inc. would act as the Company's agents for
the sale of such medium term notes. The Chairman then recommend-
ed that the Board authorize the appropriate officers of the
Company to enter into the Selling Agency Agreement, the form of
which was then presented to the meeting.
Thereupon, upon motion duly made and seconded, it was
unanimously
RESOLVED, that the form, terms and provisions of
the Selling Agency Agreement among the Company, Salomon
Brothers Inc, CS First Boston Corporation and Chemical
Securities Inc., a copy of which has been submitted to
this meeting, be, and the same hereby are, in all
respects approved; and further
RESOLVED, that the Chairman of the Board, the
President or any Vice President of this Company be, and
each of them hereby is, authorized to execute and
deliver in the name and on behalf of this Company, the
Selling Agency Agreement in substantially the form of
such agreement submitted to this meeting, with such
insertions therein and changes thereto 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, including, without limita-
tion, agreeing to add one or more additional agents
from time to time to the Selling Agency Agreement, in
connection with the transactions authorized in the
foregoing resolutions.
The Chairman thereupon stated to the meeting that, in
order to enable the Company to perform its obligations under the
Selling Agency Agreement approved at this meeting providing for
the sale of up to $150,000,000 aggregate principal amount of
First Mortgage Bonds under a medium term note program, it was
proposed that the Board of Directors 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
"First Mortgage Bonds, Designated Secured Medium Term Notes,
______% 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,
such interest rate not to exceed 11% per annum and the maturity
thereof to be not less than nine months nor more than forty-two
years.
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
$150,000,000 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 substantially the form presented to
this meeting, 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 "First Mortgage Bonds, Designated Secured Medium
Term Notes, ______% Series due ____________" (hereinaf-
ter 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 further provided that such
interest rate shall not exceed 11% per annum and such
maturity shall not be less than nine months nor more
than forty-two years; 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
instrument to be substantially in the form presented to
this meeting and ordered to be filed with the records
of this Company, with such changes therein as the
officers executing the same may, upon the advice of
counsel, approve at the time of execution (such
approval to be conclusively evidenced by their
execution thereof); 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 regis-
tered 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 the approval of all
governmental agencies having jurisdiction in the
premises, and to compliance with the provisions of
Article VI or VII of the Mortgage, the Chairman of the
Board, or the President or any Vice President 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
$150,000,000 as definitive fully registered bonds
without coupons in denominations of $1,000 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 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 law firm of Hunton & Williams
and that John F. Di Lorenzo, Jr. of Upper Arlington,
Ohio, Thomas S. Ashford of Dublin, Ohio, Jeffrey D.
Cross of Worthington, Ohio, Ann B. Graf of Columbus,
Ohio, John M. Adams, Jr. of Worthington, Ohio and
Thomas G. Berkemeyer of Hilliard, Ohio, attorneys and
employees of American Electric Power Service Corpora-
tion, 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(3) or
Article VII, Section 30(5) of said Mortgage in
connection with the authentication and delivery of the
bonds of each New Series; and further
RESOLVED, that James J. Markowsky of Worthington,
Ohio, John R. Jones, III of Dublin, Ohio or Bruce A.
Renz of Worthington, 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
or a Vice President and 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, be
and they hereby are appointed as independent accoun-
tants to render any independent public accountant's
certificate required under Section 29 of the Mortgage;
and further
RESOLVED, that it is desirable and in the best
interest of the Company that the bonds of each New
Series be qualified or registered for sale in various
jurisdictions; that the Chairman of the Board, the
President or any Vice President 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 of all or such
part of the bonds of each New Series 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 conclusive-
ly 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 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.
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 $150,000,000 aggregate principal
amount of its Debt Securities comprising First Mortgage Bonds or
Secured Medium Term Notes, or a combination of each, in one or
more new series, each series to have a maturity of not less than
9 months and not more than 42 years, 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 22nd day of February, 1995.
_/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/ Henry Fayne____________ __/s/ James J. Markowsky____
Henry Fayne L.S. James J. Markowsky L.S.
_/s/ Luke M. Feck___________ _/s/ J. H. Vipperman________
Luke M. Feck L.S. J. H. Vipperman L.S.