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 February 24, 1999, 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amended or rescinded, and that they are presently in full force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 30th day of July, 1999.
_/s/ Thomas G. Berkemeyer_
Assistant Secretary
APPALACHIAN POWER COMPANY
February 24, 1999
The Chairman outlined a proposed financing program
through December 31, 1999 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 $400,000,000 (or its
equivalent in another currency or composite currency) aggregate
principal amount of debt securities comprised of first mortgage
bonds or secured or unsecured promissory notes (including Junior
Subordinated Debentures), or a combination of each, in one or
more new series, each series to have a maturity of not more than
50 years ("Debt Securities"). He 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
institutional investors, providing for the issuance of unsecured
notes with a maturity in excess of nine months in an aggregate
principal amount of up to $400,000,000 ("Term Notes").
The Chairman explained that it was proposed that the
proceeds to be received in connection with the proposed sale of
Debt Securities and the Term Notes would be added to the general
funds of the Company and used to redeem directly or indirectly
long-term debt, to refund directly or indirectly preferred stock,
to repay short-term debt at or prior to maturity, to reimburse
the Company's treasury for expenditures incurred in connection
with its construction program and 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 stated that the Company has executed and
filed applications with the Virginia State Corporation Commission
and the Tennessee Regulatory Authority seeking authorization for
the issuance of $400,000,000 of Debt Securities through December
31, 1999. He then stated that it may be necessary to file one or
more Registration Statements pursuant to the applicable
provisions of the Securities Act of 1933, as amended, and to
register or qualify the securities to be sold pursuant to such
financing program under the "blue sky" laws of various
jurisdictions.
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 Regulatory
Authority 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 ("SEC") 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 indicated to the meeting that it may be
desirable that the Debt Securities be listed on the New York
Stock Exchange and in connection with any such application, to
register the Debt Securities under the Securities Exchange Act of
1934, as amended.
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 one or more applications, on behalf of this
Company, to the New York Stock Exchange for the listing
of up to $400,000,000 aggregate principal amount of
Debt Securities; and further
RESOLVED, that H. W. Fayne, 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 any 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, one or more applications for the
registration of up to $400,000,000 aggregate principal
amount of Debt Securities with the Securities and
Exchange Commission pursuant to the provisions of the
Securities Exchange Act of 1934, as amended, in such
form as the officers of this Company executing the same
may determine; and further
RESOLVED, that 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 any 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 Debt Securities on the New York Stock
Exchange.
The Chairman further stated that, in connection with
the filing with the SEC of one or more Registration Statements
relating to the proposed issuance and sale of up to $400,000,000
of Debt Securities, there was to be filed with the SEC a Power of
Attorney, dated February 24, 1999, 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, the 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
$400,000,000 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 50 years; and
WHEREAS, in connection with said Registration
Statement(s), there is to be filed with the SEC a Power
of Attorney, dated February 24, 1999, executed by
certain of the officers and directors of this Company
appointing E. Linn Draper, Jr., Bruce M. Barber, Henry
W. Fayne 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 advised 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 LLP 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 it may be desirable to enter
into a treasury hedge agreement, such as a treasury lock
agreement, treasury put option or interest rate collar agreement
("Treasury Hedge Agreement") to protect against future interest
rate movements in connection with the issuance of the Debt
Securities and Term Notes. He recommended that the Board
authorize the appropriate officers of the Company to enter into a
Treasury Hedge Agreement, provided that the amount covered by
such Agreement would not exceed the principal amount of Debt
Securities and Term Notes the Company anticipates offering and
that the term of such Agreement will not exceed 90 days.
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 of this
Company be, and each of them hereby is, authorized to
execute and deliver in the name and on behalf of this
Company, a Treasury Hedge Agreement in such form as
shall be approved by the officer executing the same,
such execution to be conclusive evidence of such
approval, provided that the amount covered by such
Agreement would not exceed the principal amount of Debt
Securities and Term Notes the Company anticipates
offering and that the term of such Agreement will not
exceed 90 days; 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 explained that, with respect to the
issuance of up to $400,000,000 of Debt Securities through one or
more agents under a medium term note program, the Company could
enter into a Selling Agency Agreement. He recommended that the
Board authorize the appropriate officers of the Company to enter
into such Selling Agency Agreement with securities dealers yet to
be determined.
Thereupon, upon motion duly made and seconded, it was
unanimously
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, a Selling Agency Agreement with such
securities dealers in such form 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 in connection with the
transactions authorized in the foregoing resolutions.
The Chairman next explained that the Company could also
enter into an Underwriting Agreement ("Underwriting Agreement")
with certain underwriters, under which the underwriters may
purchase up to $400,000,000 aggregate principal amount of Debt
Securities. He recommended that the Board authorize the
appropriate officers of the Company to enter into an Underwriting
Agreement 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 the aggregate
principal amount of the Debt Securities.
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 of this
Company be, and each of them hereby is, authorized to
execute and deliver in the name and on behalf of this
Company, an Underwriting Agreement in such form 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 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 related to the meeting that any
Underwriting Agreement and any Selling Agency Agreement would be
entered into in connection with the issuance of Debt Securities.
He noted 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 $400,000,000 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, the maturity to be
not less than nine months nor more than 50 years. Any fixed rate
of interest applicable to the First Mortgage Bonds will not
exceed by more than 300 basis points the yield to maturity of
United States Treasury Bonds of comparable maturity at the time
of pricing of the First Mortgage Bonds. Any initial interest
rate on any variable rate First Mortgage Bonds will not exceed
10% per annum.
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
$400,000,000 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 such maturity shall not be less
than nine months nor more than 50 years and further
provided that any fixed rate of interest applicable to
the First Mortgage Bonds will not exceed by more than
300 basis points the yield to maturity of United States
Treasury Bonds of comparable maturity at the time of
pricing of the First Mortgage Bonds and any initial
interest rate on any variable rate First Mortgage Bonds
will not exceed 10% per annum; 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
registered 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
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 $400,000,000 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, Thomas G. Berkemeyer of Hilliard, Ohio, Ann B.
Graf of Columbus, Ohio, and David C. House of Upper
Arlington, 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 William J. Lhota of Worthington,
Ohio, 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
accountant'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 explained that as an alternative to the
issuance of First Mortgage Bonds, the Company may issue and sell
unsecured notes ("Notes"), pursuant to a Selling Agency Agreement
or an Underwriting Agreement. He further noted 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 $400,000,000 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, dated as of
January 1, 1998, between the Company and The Bank of New York, in
such form as shall be approved by the officer executing the same,
such execution to be conclusive evidence of such approval. The
terms of each series of Notes will be established 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 determine the financial terms and
conditions of the Notes, including, without limitation, (i) the
principal amount of the Notes to be sold in each offering; (ii)
the interest or method of determining the interest on the Notes;
(iii) the maturity (which shall not exceed 50 years from the date
of issuance) and redemption provisions of the Notes; and (iv)
such other terms and conditions as are contemplated or permitted
by the Indenture, a Company Order or a Supplemental Indenture.
Any fixed interest rate applicable to the Notes would not exceed
by more than 300 basis points the yield to maturity of United
States Treasury obligations of comparable maturity at the time of
pricing of the Notes. Any initial fluctuating interest rate
applicable to the Notes would not exceed 10%.
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 $400,000,000 aggregate principal amount of Notes
to be issued under the Indenture and one or more
Supplemental Indentures or Company Orders, in such form
as shall be approved by the officer executing the same,
such execution to be conclusive evidence of such
approval, and with such financial terms and conditions
as determined by appropriate officers of this Company,
pursuant to the Indenture and one or more Supplemental
Indentures or Company Orders, and with either a fixed
rate of interest which shall not exceed by more than
300 basis points the yield to maturity on United States
Treasury obligations of comparable maturity at the time
of pricing of the Notes or at an initial fluctuating
rate of interest which at the time of pricing would not
exceed 10%, or at a combination of such described fixed
or fluctuating rates, and to specify the maturity,
redemption or tender provisions and other terms, at the
time of issuance thereof with the maturity not to
exceed 50 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, in
such form as shall be approved by the officer executing
the same, such execution to be conclusive evidence of
such approval; that The Bank of New York is hereby
requested to join in the execution of any Supplemental
Indenture or Company Order, as Trustee; and further
RESOLVED, that the Chairman of the Board, the
President, any Vice President, the Treasurer or any
Assistant Treasurer be, and they hereby are, authorized
and directed to execute and deliver, on behalf of this
Company, to the extent not determined in a Supplemental
Indenture or Company Order, a certificate requesting
the authentication and delivery of any such Notes and
establishing the terms of any tranche of such series or
specifying procedures for doing so in accordance with
the procedures established in the Indenture; 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 The Bank of
New York, as Trustee under the Indenture, the Notes in
the aggregate principal amount of up to $400,000,000 as
definitive fully registered bonds without coupons in
such denominations as may be permitted under the
Indenture; 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, The Bank of
New York, 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, Thomas G. Berkemeyer of Hilliard,
Ohio, Ann B. Graf of Columbus, Ohio, David C. House of
Upper Arlington, Ohio and William E. Johnson of
Gahanna, 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 Notes; and further
RESOLVED, that the office of The Bank of New York,
at 101 Barclay 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 The Bank of New York, 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
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 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 The Bank of New York be, and it
hereby is, appointed as Note 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 then stated that one or more insurance
companies may insure the payment of principal and interest on
certain types of Debt Securities as such payments become due
pursuant to a financial guaranty insurance policy ("Insurance
Policy"). In this connection, the Company proposes to enter into
one or more Insurance Agreements, in such form as shall be
approved by the officer executing the same, such execution to be
conclusive evidence of such approval.
Thereupon, after discussion, on motion duly made and
seconded, it was unanimously
RESOLVED, that the proper officers of the Company
be, and they hereby are, authorized to execute and
deliver on behalf of the Company one or more Insurance
Agreements with an insurance company of their choice,
in such form 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 on behalf of the
Company to take such further action and do all other
things that any one of them shall deem necessary or
appropriate in connection with, the Insurance Policy
and the Insurance Agreement.
The Chairman noted that as an additional alternative to
the issuance of First Mortgage Bonds or Notes, the Company may
issue and sell Junior Subordinated Debentures pursuant to an
Underwriting Agreement. He reminded the Board that the Company
has entered into an Indenture with The First National Bank of
Chicago dated as of September 1, 1996 ("Indenture") in connection
with the Company's issuance of Junior Subordinated Debentures
("Debentures"). The Chairman stated that, in connection with the
proposed sale of up to $400,000,000 aggregate principal amount of
Debentures, it was necessary that the Board of Directors of this
Company authorize the execution and delivery of one or more
Supplemental Indentures to the Indenture ("Supplemental
Indenture"). The Debentures will be created under the
Supplemental Indenture and will also allow the Company to defer
payment of interest for up to five years. The Chairman
recommended that the Board authorize the appropriate officers of
the Company to create the Debentures and specify the interest
rate or method of determining the interest on the Debentures,
maturity, redemption provisions and other terms at the time of
creation, with the maturity not to exceed 50 years. Any fixed
interest rate applicable to the Debentures would not exceed by
more than 300 basis points the yield to maturity of United States
Treasury obligations of comparable maturity at the time of
pricing of the Debentures. Any initial fluctuating interest rate
applicable to the Debentures would not exceed 10%.
Thereupon, on motion duly made and seconded, it was
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 (i) to
create up to $400,000,000 aggregate principal amount of
Debentures to be issued under the Indenture and one or
more Supplemental Indentures, in such form as shall be
approved by the officer executing the same, such
execution to be conclusive evidence of such approval,
to be designated and to be distinguished from
debentures of all other series by the title "____%
Junior Subordinated Deferrable Interest Debentures,
Series __, Due ____________", and (ii) to specify the
interest rate, maturity, redemption provisions and
other terms at the time of creation thereof with the
maturity not to exceed 50 years and with either a fixed
rate of interest which shall not exceed by more than
300 basis points the yield to maturity of United States
Treasury obligations of comparable maturity at the time
of pricing of the Debentures or at an initial
fluctuating rate of interest which at the time of
pricing will not exceed 10%, or a combination of such
fixed or fluctuating rates; 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, one or more Supplemental
Indentures, specifying the designation, terms,
redemption provisions and other provisions of the
Debentures and providing for the creation of the
Debentures, such instrument to be in the form 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 any such
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 shall
be established by the appropriate officers of the
Company as herein authorized; 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 $400,000,000 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 Assistant Secretaries; and
further
RESOLVED, that John F. Di Lorenzo, Jr. of Upper
Arlington, Ohio, Thomas G. Berkemeyer of Hilliard,
Ohio, Ann B. Graf of Columbus, Ohio, David C. House of
Upper Arlington, Ohio and William E. Johnson of
Gahanna, 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
regulations 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 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 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 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, in such form as shall be approved by the officer
executing the same, such execution to be conclusive evidence of
such approval ("Term Loan 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 $400,000,000. Such borrowings would be evidenced by
an unsecured promissory note or notes ("Term Note") of the
Company maturing not less than nine months nor more than 30 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 Term Note will not exceed by more than 300
basis points the yield to maturity of United States Treasury
obligations that mature on or about the date of maturity of the
Term 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, but in
no event will the initial fluctuating rate of interest exceed 10%.
Thereupon, upon motion duly made and seconded, it was
unanimously
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, one or more Term Loan Agreements in such form
as shall be approved by the officer executing the same,
such execution to be conclusive evidence of such
approval, at either a fixed rate of interest which
shall not exceed by more than 300 basis points the
yield to maturity of United States Treasury obligations
that mature on or about the maturity date of the Term
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, but in no event will such initial fluctuation
rate of interest exceed 10%, or at a combination of
such described fixed or fluctuating rates; 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 $400,000,000, upon
the terms and subject to the conditions of the Term
Loan Agreement as executed and delivered; and in
connection therewith, to execute and deliver a
promissory note, with such insertions therein and
changes thereto consistent with such Term Loan
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 $400,000,000 aggregate principal
amount of its Debt Securities comprising first mortgage bonds or
secured or unsecured promissory notes (including Junior
Subordinated Debentures), or a combination of each, in one or
more new series, each series to have a maturity not exceeding 50
years, does hereby appoint E. LINN DRAPER, JR., BRUCE M. BARBER,
HENRY W. FAYNE 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 24th day of February, 1999.
/s/ E. Linn Draper, Jr._ /s/ James J. Markowsky_
E. Linn Draper, Jr. L.S. James J. Markowsky L.S.
/s/ Henry W. Fayne_ /s/ A. A. Pena_
Henry W. Fayne L.S. A. A. Pena L.S.
/s/ Wm. J. Lhota_ /s/ J. H. Vipperman_
Wm. J. Lhota L.S. J. H. Vipperman L.S.