Exhibit 24
APPALACHIAN POWER COMPANY
I, John M. Adams, Jr., 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 31, 1996, 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resolutions have not been altered, amended or rescinded, and that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 20th day of February, 1996.
_/s/ John M. Adams, Jr.__
Assistant Secretary
APPALACHIAN POWER COMPANY
January 31, 1996
The Chairman outlined a proposed financing program
through December 31, 1996 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 $225,000,000 aggregate
principal amount of Debt Securities comprising First Mortgage
Bonds or 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 42 years (collectively, 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, to fund the Company's construction program or for
other corporate purposes. The Chairman 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 institu-
tional investors, providing for the issuance of unsecured notes
with a maturity in excess of nine months in an aggregate
principal amount of up to $225,000,000.
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 informed the meeting that it had been
necessary to file applications with the Virginia State Corpora-
tion Commission and the Tennessee Public Service Commission for
such authority through December 31, 1996. He further reported
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 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 Public Service
Commission, 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 it is desirable and in the best
interest of the Company that the Debt Securities be
qualified or registered for sale in various jurisdic-
tions; that the Chairman of the Board, the President,
any Vice President or the 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 of 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 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 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 $225,000,000 of Debt Securities, there was to
be filed with the Commission a Power of Attorney, dated January
31, 1996, 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 $225,000,000
aggregate principal amount of Debt Securities compris-
ing First Mortgage Bonds or 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
42 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
January 31, 1996, 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 then 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 stated that, with respect to the issuance
of up to $225,000,000 of Debt Securities through one or more
agents under a medium term note program, the Company has
negotiated a form of Selling Agency Agreement pursuant to which
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon
Brothers Inc would act as the Company's agents for the sale of
such Debt Securities. The Chairman recommended 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, Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Salomon
Brothers 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, any Vice President or the 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, 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 or
remove one or more agents from time to time to the
Selling Agency Agreement, in connection with the
transactions authorized in the foregoing resolutions.
The Chairman stated that the Company has negotiated a
form of Underwriting Agreement (the "Underwriting Agreement")
with certain underwriters, expected to be managed by Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Salomon Brothers
Inc (collectively, the "Underwriters"), under which the
Underwriters may purchase up to $225,000,000 aggregate principal
amount of Debt Securities having an interest rate and maturity to
be determined. The price at which the Underwriters will purchase
the Debt Securities has not yet been determined, such interest
rate not to exceed 11% per annum and the maturity thereof to be
not less than nine months nor more than 42 years. The Chairman
recommended that the Board authorize the appropriate officers of
the Company to enter into the Underwriting Agreement, which was
then presented to the meeting, 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 no more
than 3%, of the aggregate principal amount of the Debt Securi-
ties.
Thereupon, it was, on motion duly made and seconded,
unanimously
RESOLVED, that the form, terms and provisions of
the Underwriting Agreement among the Company and the
Underwriters, 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, any Vice President or the 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, the Underwriting 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, provided that the purchase price of the Debt
Securities shall not be less than 95%, including
compensation to the Underwriters of no more than 3%, 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 further stated to the meeting 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 $225,000,000
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,
such interest rate not to exceed 11% per annum and the maturity
thereof to be not less than nine months nor more than 42 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
$225,000,000 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, 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 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 42 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 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 signa-
tures 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 $225,000,000 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 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 John F. Di Lorenzo, Jr. of Upper Arlington,
Ohio, John M. Adams, Jr. of Worthington, Ohio, Thomas
G. Berkemeyer of Hilliard, Ohio and Ann B. Graf 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 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,
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 accountan-
t'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 stated to the meeting that it was
necessary that the Board authorize the execution and delivery of
an Indenture to be entered into between the Company and Bankers
Trust Company (the "Indenture") to provide for the issuance of
Notes, in an unlimited aggregate principal amount to be issued
from time to time in one or more series.
Thereupon, it was, on motion duly made and seconded,
unanimously
RESOLVED, that the Chairman of the Board, the
President, any Vice President or the Treasurer, and the
Secretary or any Assistant Secretary be, and they
hereby are, authorized to execute and deliver the
Indenture in substantially the form of such Indenture
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.
The Chairman then stated to the meeting 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 $225,000,000
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
between the Company and Bankers Trust Company (the "Supplemental
Indenture"), forms of which were presented to the meeting. Each
series of Notes will be created 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 create the Notes and specify the interest rate,
maturity, redemption provisions and other terms at the time of
creation with the interest rate not to exceed 11% and the
maturity not to exceed 42 years.
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 $225,000,000 aggregate principal amount of Notes
to be issued under the Indenture and one or more
Supplemental Indentures or Company Orders, in substan-
tially the form presented to this meeting, and titled
as determined by appropriate officers of this Company,
and to specify the interest rate, maturity, redemption
provisions and other terms, at the time of creation
thereof with the interest rate not to exceed 11% per
annum and the maturity not to exceed 42 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,
each such instrument to be substantially in the form
presented 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; that Bankers Trust Company
is hereby requested to join in the execution of any
Supplemental Indenture, as Trustee; and further
RESOLVED, that the terms and provisions of the
Notes and the form of the registered Notes and of the
Trustee's Authentication Certificate be, and they
hereby are, established as provided in the form of the
Indenture, with such changes as may be required upon
the establishment of the further terms thereof by the
appropriate officers of the Company as herein autho-
rized; and further
RESOLVED, that the registered Notes shall be
substantially in the form set forth in the form of
Indenture approved at this meeting; 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 Bankers Trust
Company, as Trustee under the Indenture, the Notes in
the aggregate principal amount of up to $225,000,000 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 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, 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, 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 John F. Di Lorenzo, Jr. of Upper
Arlington, Ohio, John M. Adams, Jr. of Worthington,
Ohio, Thomas G. Berkemeyer of Hilliard, Ohio and Ann B.
Graf 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 any Opinion of Counsel
required by of the Indenture in connection with the
authentication and delivery of the Notes; 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,
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 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 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 certifi-
cates 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 Bankers Trust Company be, and it
hereby is, appointed as 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 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 with terms similar to those contained in the
representative forms presented to the meeting (the "Proposed
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 $225,000,000. Such
borrowings would be evidenced by an unsecured promissory note or
notes (the "Note") of the Company maturing not less than nine
months nor more than thirty 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 Note will
not be greater than 250 basis points above the yield to maturity
of United States Treasury obligations that mature on or about the
date of maturity of the 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.
The Chairman explained that, although the Proposed
Agreement does not represent a definitive agreement with any
commercial bank, financial institution or other institutional
investor, it is believed, on the basis of discussions with
certain of such entities, that one or more of them would enter
into an agreement on terms substantially similar to those in the
Proposed Agreement. Accordingly, the Chairman recommended to the
Board that it authorize the proper officers of the Company to
enter into one or more new term loan agreements on terms
substantially similar to those in the Proposed Agreement.
The Chairman presented to the meeting the forms of
Proposed Agreements, which were marked for identification and
ordered to be filed with the records of the Company.
Thereupon, upon motion duly made and seconded, it was
unanimously
RESOLVED, that the form, terms and provisions of
the Proposed Agreement between the Company and one or
more as yet unspecified commercial banks, financial
institutions or other institutional investors, a copy
of which has been submitted to this meeting, including
the forms, terms and provisions of the Note of the
Company appended thereto, be, and the same hereby are,
in all respects approved; and further
RESOLVED, that the Chairman of the Board, the
President, any Vice President or the 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, the Proposed Agreement in substantially the
form of such agreement submitted to this meeting, at
either a fixed rate of interest which shall not be
greater than 250 basis points above the yield to
maturity of United States Treasury obligations that
mature on or about the maturity date of the 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, or at a
combination of such described fixed or fluctuating
rates, 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 Chairman of the Board, the
President, any Vice President or the 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 $225,000,000, upon
the terms and subject to the conditions of the Proposed
Agreement as executed and delivered; and in connection
therewith, to execute and deliver a promissory note in
the form appended to the Proposed Agreement, with such
insertions therein and changes thereto consistent with
such Proposed 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 $225,000,000 aggregate principal
amount of its Debt Securities comprising First Mortgage Bonds or
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 31st day of January, 1996.
/s/ E. Linn Draper, Jr._____ /s/ G. P. Maloney___________
E. Linn Draper, Jr. L.S. G. P. Maloney L.S.
/s/ P. J. DeMaria___________ /s/ James J. Markowsky______
P. J. DeMaria L.S. James J. Markowsky L.S.
/s/ Henry Fayne_____________ /s/ J. H. Vipperman_________
Henry Fayne L.S. J. H. Vipperman L.S.
/s/ Wm. J. Lhota____________
Wm. J. Lhota L.S.