Exhibit 24
APPALACHIAN POWER COMPANY
I, Thomas G. Berkemeyer, Assistant Secretary of APPALACHIAN
POWER COMPANY, HEREBY CERTIFY that the following constitutes a true
and exact copy of the resolutions duly adopted by the affirmative
vote of a majority of the Board of Directors of said Company at a
meeting of said Board duly and legally held on March 26, 1998, 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resolutions have not been altered, amended or rescinded, and that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 31st day of March, 1998.
_/s/ Thomas G. Berkemeyer_
Assistant Secretary
APPALACHIAN POWER COMPANY
March 26, 1998
The Chairman reminded the Board that it had approved a
financing program through December 31, 1998 of the Company
involving the issuance and sale of up to $250,000,000 aggregate
principal amount of Debt Securities comprised of first mortgage
bonds or secured or unsecured promissory notes, or a combination
of each, in one or more new series, each series to have a
maturity of not more than 42 years ("Debt Securities"). He
further stated that the Company has (i) filed a Form S-3 with the
Securities and Exchange Commission registering $150,000,000 of
Debt Securities and closed a Selling Agency Agreement in the
amount of $150,000,000 to market unsecured medium term notes and
(ii) filed a Form S-3 with the Commission registering
$100,000,000 of Senior Notes, Series A due 2038 and subsequently
issued the entire $100,000,000 of Senior Notes. The Chairman
then explained that in order to provide flexibility, it is
advisable that the Board authorize the Company to file one or
more additional Registration Statements to register up to
$100,000,000 of additional Debt Securities, such as Senior Notes.
In no event, however, will the Company issue and sell more than
$250,000,000 of Debt Securities as currently authorized by the
Virginia State Corporation Commission and the Tennessee
Regulatory Authority, unless further state regulatory authority
is obtained.
Thereupon, on motion duly made and seconded, the
following preambles and resolutions were unanimously adopted:
WHEREAS, Appalachian Power Company proposes to
file with the SEC one or more Registration Statements
for the registration pursuant to the applicable
provisions of the Securities Act of 1933, as amended,
of up to $350,000,000 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 42 years; and
WHEREAS, in connection with said Registration
Statement(s), there is to be filed with the SEC a Power
of Attorney, dated March 26, 1998, executed by certain
of the officers and directors of this Company appoint-
ing 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.
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 $350,000,000 aggregate principal
amount of its Debt Securities comprising first mortgage bonds or
secured or unsecured promissory notes, or a combination of each,
in one or more new series, each series to have a maturity not
exceeding 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 26th day of March, 1998.
/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.