Exhibit 24
INDIANA MICHIGAN POWER COMPANY
I, Thomas G. Berkemeyer, Assistant Secretary of INDIANA MICHIGAN
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 22, 2003, 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that said resolutions have not been altered, amended or rescinded, and that they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 19th day of September, 2003.
/s/ Thomas G. Berkemeyer
Assistant Secretary
INDIANA MICHIGAN POWER COMPANY
January 22, 2003
The Chairman outlined a proposed financing program through December
31, 2004 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
fifty years ("Debt Securities"). The Chairman 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 pay at
maturity, or prepay as may be appropriate and as may then be desirable, or
purchase directly or indirectly currently outstanding debt and/or cumulative
preferred stock or for working capital.
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 the Company has made an
application to the Indiana Utility Regulatory Commission ("IURC") for
authorization to issue up to $400,000,000 of Debt Securities through December
31, 2004. The Chairman also 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, in connection with the proposed financing program
approved at this meeting, the actions of the proper officers of this
Company in executing and filing a petition with the Indiana Utility
Regulatory Commission are hereby ratified and approved; 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 or any Assistant
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 $550,000,000 aggregate principal
amount of Debt Securities; and further
RESOLVED, that Susan Tomasky, Armando A. Pena and Geoffrey S.
Chatas, 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, the Treasurer or any Assistant 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, the Treasurer or any Assistant Treasurer of this
Company 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 January 22, 2003, 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, Indiana Michigan 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 $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 fifty years; and
WHEREAS, in connection with said Registration Statement(s),
there is to be filed with the SEC a Power of Attorney, dated January
22, 2003, executed by certain of the officers and directors of this
Company appointing E. Linn Draper, Jr., Susan Tomasky, Armando A.
Pena and Geoffrey S. Chatas, 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 Treasury Hedge Agreements with
counterparties whose senior debt ratings are investment grade ("Approved
Counterparties"), provided that the amount covered by such Agreement would not
exceed the principal amount of Debt Securities the Company anticipates offering.
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 of this
Company be, and each of them hereby is, authorized to execute and
deliver in the name and on behalf of this Company, Treasury Hedge
Agreements with Approved Counterparties 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 the Company anticipates offering;
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 stated that it may be desirable to enter into one or
more interest rate management agreements, such as interest rate swaps, caps,
collars, floors, options or similar products with Approved Counterparties
("Interest Rate Management Agreement") to manage and minimize interest costs.
The transactions will be for a fixed period and a stated notional principal
amount and may be for underlying fixed or variable obligations of the Company.
He recommended that the Board authorize the appropriate officers of the Company
to enter into one or more Interest Rate Management Agreements.
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 of this
Company be, and each of them hereby is, authorized to execute and
deliver to Approved Counterparties in the name and on behalf of this
Company, one or more Interest Rate Management Agreements 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 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. The
Chairman recommended that the Board authorize the appropriate officers of the
Company to enter into one or more Selling Agency Agreements 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, the Treasurer or any Assistant 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
Selling Agency Agreements 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 (the "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, the Treasurer or any Assistant 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 then stated that one or more insurance companies or
other institutions may insure the payment of principal and interest on certain
types of Debt Securities as such payments become due or provide other methods of
credit enhancement pursuant to a financial guaranty insurance or other policy or
agreement ("Insurance Agreement"). 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 in order to enhance the credit of one or more
series of Debt Securities 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 or
other institution 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 Agreement.
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 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 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 June 1, 1939, of the Company to Irving Trust Company, now The Bank
of New York, 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 thereof 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 3.5% the yield to maturity on
United States Treasury bonds of comparable maturity at the time of pricing of
the First Mortgage Bonds. Any initial fluctuating rate of interest on any
variable rate First Mortgage Bonds will not exceed 9% per annum at the time of
issuance.
Thereupon, 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 June 1, 1939, of the Company to
Irving Trust Company, now The Bank of New York, as Trustee, and
certain indentures supplemental thereto, including one or more
additional Supplemental Indentures to the Mortgage and Deed of Trust,
in such form as shall be approved by the officer executing the same,
such execution to be conclusive evidence of such approval, to be made
by this Company to The Bank of New York, 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 rate applicable to First
Mortgage Bonds will not exceed by more than 3.5% 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 9% 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, 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 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 V or VI 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
The Bank of New York, 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 such
denominations as may be permitted under the Mortgage; 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, 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, 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 28(2) of Article V and
Section 29(2) of Article VI 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 Baker & Daniels and that Thomas
G. Berkemeyer of Hilliard, Ohio, Ann B. Graf of Columbus, 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
the Opinion of Counsel required by Article V, Section 28(7) or
Article VI, Section 29(3) of said Mortgage in connection with the
authentication and delivery of the bonds of each New Series; and
further
RESOLVED, that Mark A. Gray of Dublin, Ohio, Preston Kissman of
Columbus, 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 The Bank of New York, at 101
Barclay 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 The Bank of New York, 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 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 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 27
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 noted that as an alternative to the issuance of First
Mortgage Bonds, the Company may issue and sell unsecured notes ("Notes") which
may include a put option or call option or both, pursuant to a Selling Agency
Agreement or an Underwriting Agreement. 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 $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
October 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 3.5% the yield to maturity at the date of pricing on
United States Treasury Bonds of comparable maturity. Any initial fluctuating
interest rate applicable to the Notes would not exceed 9% at the time of
issuance.
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 3.5% the yield to maturity at the date of
pricing on United States Treasury bonds of comparable maturity or at
an initial fluctuating rate of interest which at the time of issuance
would not exceed 9%, 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 creation 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, 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 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, the Treasurer or any Assistant 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
$550,000,000 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 Thomas G. Berkemeyer of Hilliard, Ohio, Ann B.
Graf of Columbus, Ohio, David C. House of Columbus, 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 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 then reminded
the Board that the Company has entered into an Indenture with The First National
Bank of Chicago dated as of March 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 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 maturity not to
exceed 50 years. Any fixed interest rate of the Debentures will exceed by more
than 3.5% the yield to maturity at the time of pricing on United States Treasury
obligations of comparable maturity. Any initial fluctuating rate on the
Debentures will not be greater than 9% at the time of issuance of the
Debentures.
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 (i) 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 with the maturity not to
exceed 50 years, and with either a fixed rate of interest which shall
not exceed by more than 3.5% the yield to maturity at the time of
pricing on United States Treasury obligations of comparable maturity
or at an initial fluctuating rate not to exceed 9% or a combination
of such fixed or fluctuating rates; and further
RESOLVED, that the Chairman of the Board, the President, 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 substantially in such 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 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 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, the Treasurer or any Assistant 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 its
Assistant Secretaries; and further
RESOLVED, that Thomas G. Berkemeyer of Hilliard, Ohio, Ann B.
Graf of Columbus, Ohio, David C. House of Columbus, 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 of 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 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
exceed 3.5% of 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 350 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 with the initial fluctuating interest rate exceed 9% at the time of
issuance.
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 be greater than 3.5% above 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 350
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 interest rate exceed 9%, 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 the 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.
INDIANA MICHIGAN POWER COMPANY
POWER OF ATTORNEY
Each of the undersigned directors or officers of INDIANA MICHIGAN
POWER COMPANY, an Indiana 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 SUSAN TOMASKY, ARMANDO A. PENA and GEOFFREY S. CHATAS
his true and lawful attorneys, and each of them his true and lawful attorney,
with power to act without the others, and with full power of substitution or
resubstitution, to execute for him and in his name said Registration
Statement(s) and any and all amendments thereto, whether said amendments add to,
delete from or otherwise alter the Registration Statement(s) or the related
Prospectus(es) included therein, or add or withdraw any exhibits or schedules to
be filed therewith and any and all instruments necessary or incidental in
connection therewith, hereby granting unto said attorneys and each of them full
power and authority to do and perform in the name and on behalf of each of the
undersigned, and in any and all capacities, every act and thing whatsoever
required or necessary to be done in and about the premises, as fully and to all
intents and purposes as each of the undersigned might or could do in person,
hereby ratifying and approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF the undersigned have hereunto set their hands and
seals this 22nd day of January, 2003.
/s/ E. Linn Draper, Jr. /s/ Karl G. Boyd
E. Linn Draper, Jr. L.S. Karl G. Boyd L.S.
/s/ Henry W. Fayne /s/ John E. Ehler
Henry W. Fayne L.S. John E. Ehler L.S.
/s/ Thomas M. Hagan /s/ David L. Lahrman
Thomas M. Hagan L.S. David L. Lahrman L.S.
/s/ Robert P. Powers /s/ Marc E. Lewis
Robert P. Powers L.S. Marc E. Lewis L.S.
/s/ Thomas V. Shockley, III /s/ Susanne M. Moorman
Thomas V. Shockley, III L.S. Susanne M. Moorman L.S.
/s/ Susan Tomasky /s/ John R. Sampson
Susan Tomasky L.S. John R. Sampson L.S.