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 August 28, 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amended or rescinded, and that they are presently in full force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 3rd day of September, 1996.
_/s/ J. M. Adams, Jr._____
Assistant Secretary
APPALACHIAN POWER COMPANY
August 28, 1996
The Chairman reminded the Board that it had previously
authorized certain aspects of the Company's 1996 financing
program which, in part, contemplates the issuance of junior
subordinated debentures. The Chairman then stated that, pursuant
to the 1996 financing program, the Company had previously issued
$200,000,000 of its First Mortgage Bonds, the proceeds of which
were used to refund long-term debt and for other corporate
purposes. The Chairman then proposed that the Company issue and
sell, through a private or public offering with one or more
agents or underwriters, up to $75,000,000 aggregate principal
amount of junior subordinated debentures (the "Debt Securities").
The Chairman then stated that it was proposed that the
proceeds to be received in connection with the proposed sale of
Debt Securities would be added to the general funds of the
Company and used to refund cumulative preferred stock of the
Company and for other corporate purposes.
Thereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, that the proposed issuance and sale of
Debt Securities, 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 issuance and sale of the Debt Securities outlined
at this meeting.
The Chairman informed the meeting that, in connection
with the issuance and sale of the Debt Securities, 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 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
jurisdictions; 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 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 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 $75,000,000 of Debt Securities, there was to be
filed with the Commission a Power of Attorney, dated August 28,
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 $75,000,000 aggregate
principal amount of Debt Securities, in one or more new
series, each series to have a maturity of not less than
nine months and not more than fifty 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
August 28, 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 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 any new series
of Debt Securities 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 any 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 the Company had negotiated a
form of Underwriting Agreement (the "Underwriting Agreement")
with certain underwriters, expected to be managed by Merrill
Lynch, Pierce, Fenner & Smith Incorporated, (collectively, the
"Underwriters"), under which the Underwriters may purchase up to
$75,000,000 aggregate principal amount of Junior Subordinated
Deferrable Interest Debentures, Series A, having an interest rate
and maturity to be determined (the "Debentures"). The price at
which the Underwriters will purchase the Debentures has not yet
been determined. The Chairman then 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 Debentures,
provided that the price shall not be less than 95%, including
compensation to the Underwriters of no more than 3.5%, of the
aggregate principal amount of the Debentures.
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
Debentures shall not be less than 95%, including
compensation to the Underwriters of no more than 3.5%,
of the aggregate principal amount of the Debentures;
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 advised the meeting that it was necessary
for the Board of Directors of this Company to authorize the
execution and delivery of an Indenture to be entered into between
the Company and The First National Bank of Chicago (the
"Indenture") to provide for the issuance of unsecured junior
subordinated debentures, in an unlimited aggregate principal
amount to be issued from time to time in one or more series.
Payments on the Debentures will be subordinate to the prior
payment in full of all Senior Indebtedness.
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 next stated that, in connection with the
sale of the Debentures to the Underwriters, it was necessary that
the Board of Directors of this Company authorize the execution
and delivery of a First Supplemental Indenture to the Indenture
between the Company and The First National Bank of Chicago (the
"Supplemental Indenture"), the form of which was presented to the
meeting. The Debentures will be created under the Supplemental
Indenture and will also allow the Company to defer payment of
interest for up to 5 years. The interest rate, maturity and
certain other terms have not yet been determined. The Chairman
then recommended that the Board authorize the appropriate
officers of the Company to create the Debentures and specify the
interest rate, maturity, redemption provisions and other terms at
the time of creation with the interest rate not to exceed 10% and
the maturity not to exceed 50 years.
Thereupon, it was, on motion duly made and seconded,
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 to create
up to $75,000,000 aggregate principal amount of
Debentures to be issued under the Indenture and the
Supplemental Indenture, in substantially the form
presented to this meeting, to be designated and to be
distinguished from debentures of all other series by
the title "______% Junior Subordinated Deferrable
Interest Debentures, Series A, Due ____________", 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 10% per
annum and the maturity not to exceed 50 years; 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, the Supplemental Indenture,
specifying the designation, terms, redemption provi-
sions and other provisions of the Debentures and
providing for the creation of the Debentures, 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 The First National Bank of Chicago
is hereby requested to join in the execution of the
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 be, and
they hereby are, established as provided in the form of
the Supplemental 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 authorized; and further
RESOLVED, that the registered Debentures shall be
substantially in the form set forth in the form of
Supplemental 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 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 $75,000,000 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 its Assistant Secretaries;
and further
RESOLVED, that John F. Di Lorenzo, Jr. of Upper
Arlington, Ohio, Ann B. Graf of Columbus, Ohio, John M.
Adams, Jr. of Worthington, Ohio, Thomas G. Berkemeyer
of Hilliard, 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 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 regula-
tions 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 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 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 indicated to the meeting that it may be
desirable that the Debentures be listed on the New York Stock
Exchange and in connection with any such application, to register
the Debentures under the Securities Exchange Act of 1934. In
this connection, he presented a form of indemnity agreement to be
executed and delivered by this Company to the New York Stock
Exchange in any such application for such listing.
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 application, on behalf of this Company, to the
New York Stock Exchange for the listing of up to
$75,000,000 aggregate principal amount of Debentures;
and further
RESOLVED, that G. P. Maloney, Bruce M. Barber and
Armando A. Pena, 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 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, an application for the registration of
up to $75,000,000 aggregate principal amount of
Debentures with the Securities and Exchange Commission
pursuant to the provisions of the Securities Exchange
Act of 1934, in such form as the officers of this
Company executing the same may determine; and further
RESOLVED, that the indemnity agreement, substan-
tially in the form presented to the meeting, and
providing for indemnification of the New York Stock
Exchange and certain other persons against losses
arising from the use of the facsimile signatures
hereinbefore approved be, and the same hereby is,
approved, and the Chairman of the Board, the President,
any Vice President or the Treasurer and the Secretary
or any Assistant Secretary be, and each of them hereby
is, authorized, in the event 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 or the 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 Debentures on the New York Stock
Exchange.
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 $75,000,000 aggregate principal
amount of its Debt Securities comprising Junior Subordinated
Deferrable Interest Debentures, to have a maturity of not
exceeding 50 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 28th day of August, 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.