Exhibit 24
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 $210,000,000 aggregate principal amount of its
First Mortgage Bonds or senior or subordinated debt (including
junior subordinated debentures), in one or more new series, each
series to have a maturity of not more than 50 years, does hereby
appoint E. LINN DRAPER, JR., G. P. MALONEY, BRUCE M. BARBER and
ARMANDO A. PENA his true and lawful attorneys, and each of them his
true and lawful attorney, with power to act without the others, and
with full power of substitution or resubstitution, to execute for
him and in his name said Registration Statement(s) and any and all
amendments thereto, whether said amendments add to, delete from or
otherwise alter the Registration Statement(s) or the related Pro-
spectus(es) included therein, or add or withdraw any exhibits or
schedules to be filed therewith and any and all instruments neces-
sary 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 29th day of January, 1997.
/s/_E._Linn_Draper,_Jr._______ /s/_G._P._Maloney_____________
E. Linn Draper, Jr. L.S. G. P. Maloney L.S.
/s/_C._R._Boyle,_III__________ /s/_J._J._Markowsky___________
C. R. Boyle, III L.S. J. J. Markowsky L.S.
/s/_Gregory_A._Clark__________ /s/_David_B._Synowiec_________
G. A. Clark L.S. D. B. Synowiec L.S.
/s/_P._J._DeMaria_____________ /s/_D._M._Trenary_____________
P. J. DeMaria L.S. D. M. Trenary L.S.
/s/_W._N._D'Onofrio___________ /s/_J._H._Vipperman___________
W. N. D'Onofrio L.S. J. H. Vipperman L.S.
/s/_Wm._J._Lhota______________ /s/_W._E._Walters_____________
Wm. J. Lhota L.S. W. E. Walters L.S.
/s/_E._H._Wittkamper__________
E. H. Wittkamper L.S.
[97FN0017.IMP]
INDIANA MICHIGAN POWER COMPANY
I, John F. Di Lorenzo, Jr., Secretary of INDIANA MICHIGAN
POWER COMPANY, HEREBY CERTIFY that the following constitutes a true
and exact copy of 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 29, 1997, 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
said resolutions are presently in full force and effect.
Given under my hand this 21st day of February, 1997.
__/s/_John_F._Di_Lorenzo,_Jr._
Secretary
INDIANA MICHIGAN POWER COMPANY
January 29, 1997
The Chairman outlined a proposed financing program
through December 31, 1997 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 $210,000,000 aggregate prin-
cipal amount of secured or unsecured promissory notes, in one or
more new series, each series to have a maturity of not more than
fifty years (the "Debt Securities"). The Debt Securities may be
issued in the form of First Mortgage Bonds, senior or subordi-
nated debentures (including junior subordinated debentures) or
other promissory notes, or a combination of each. 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 institu-
tions 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 $210,000,000.
The Chairman noted that as an alternative to the issu-
ance of $157,000,000 of such Debt Securities, the Company may
issue and sell up to $157,000,000 aggregate par value of Cumula-
tive Preferred Stock, with an par value of $25 or $100 per share,
in one or more new series. The Chairman recommended that, if the
officers of the Company deemed it necessary or desirable, a cumu-
lative sinking fund might be established to retire annually a
number of shares of such series equal to a percentage of the
number of shares of such series initially issued at a price to be
determined.
The Chairman then stated that it was proposed that the
proceeds to be received in connection with the proposed sale of
Debt Securities and Cumulative Preferred Stock 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, in connection
with the proposed financing program, an application was filed
with the Indiana Utility Regulatory Commission. The Chairman
also stated that it would be necessary to file one or more
Registration Statements pursuant to the applicable provisions of
the Securities Act of 1933, as amended, and to register or
qualify the securities to be sold pursuant to such financing pro-
gram 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 taken by the officers of this Company in
connection with the execution and filing of appli-
cations with the Indiana Utility Regulatory Com-
mission 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 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 Secur-
ities and cumulative preferred stock be qualified
or registered for sale in various jurisdictions;
that the Chairman of the Board, the President or
any Vice President 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 and
cumulative preferred stock of the Company as said
officers may deem advisable; that said officers
are hereby authorized to perform on behalf of the
Company any and all such acts as they may deem
necessary or advisable in order to comply with the
applicable laws of any such jurisdictions, and in
connection therewith to execute and file all
requisite papers and documents, including, but not
limited to, applications, reports, surety bonds,
irrevocable consents and appointments of attorneys
for service of process; and the execution by such
officers of any such paper or document or the
doing by them of any act in connection with the
foregoing matters shall conclusively establish
their authority therefor from the Company and the
approval and ratification by the Company of the
papers and documents so executed and the action so
taken; and further
RESOLVED, that the proper officers of this
Company be, and they hereby are, authorized and
directed to take any and all further action in
connection therewith, including the execution and
filing of such amendment or amendments, supplement
or supplements and exhibit or exhibits thereto as
the officers of this Company may deem necessary or
desirable.
The Chairman further stated that, in connection with
the filing with the Securities and Exchange Commission of one or
more Registration Statements relating to the proposed issuance
and sale of up to $210,000,000 of Debt Securities, there was to
be filed with the Commission a Power of Attorney, dated January
29, 1997, 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 pro-
poses to file with the Securities and Exchange
Commission one or more Registration Statements for
the registration pursuant to the applicable provi-
sions of the Securities Act of 1933, as amended,
of up to $210,000,000 aggregate principal amount
of Debt Securities, in one or more new series,
each series to have a maturity of not less than
nine months and not more than fifty years; and
WHEREAS, in connection with said Registration
Statement(s), there is to be filed with the
Securities and Exchange Commission a Power of
Attorney, dated January 29, 1997, executed by
certain of the officers and directors of this
Company appointing E. Linn Draper, Jr., G. P.
Maloney, Bruce M. Barber and Armando A. Pena, or
any one of them, their true and lawful attorneys,
with the powers and authority set forth in said
Power of Attorney;
NOW, THEREFORE, BE IT
RESOLVED, that each and every one of said
officers and directors be, and they hereby are,
authorized to execute said Power of Attorney; and
further
RESOLVED, that any and all action hereafter
taken by any of said named attorneys under said
Power of Attorney be, and the same hereby is, rati-
fied 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 con-
firmed 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 per-
sonally 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 and cumulative preferred stock proposed to be issued
and sold in connection with the proposed financing program of the
Company.
Thereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, that Dewey Ballantine be, and said
firm hereby is, designated as independent counsel
for the successful bidder or bidders and/or agents
of the Company for the new series of Debt Secur-
ities and cumulative preferred stock of this
Company proposed to be issued and sold in connec-
tion 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 agree-
ment, 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 Secur-
ities. The Chairman recommended that the Board authorize the
appropriate officers of the Company to enter into a Treasury
Hedge Agreement with Merrill Lynch, Pierce, Fenner & Smith Incor-
porated, Salomon Brothers Inc or affiliates of either, provided
that the amount covered by such Agreement would not exceed the
principal amount of Debt Securities the Company anticipates
offering and that the term of such Agreement will not exceed 60
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 Agree-
ment with Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Salomon Brothers Inc or affiliates
of either 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 and that the term
of such Agreement will not exceed 60 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 issu-
ance of up to $210,000,000 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 also noted that
$60,000,000 of Debt Securities remains unsold under the Selling
Agency Agreement dated October 13, 1993 (the "1993 Agreement").
The Chairman recommended that the Board authorize the appropriate
officers of the Company to enter into one or more Selling Agency
Agreement with securities dealers to be determined.
Thereupon, upon motion duly made and seconded, it was
unanimously
RESOLVED, that the 1993 Agreement, as
approved by the Board at its meeting held on
August 26, 1993, is hereby confirmed and remains
in force and effect; and further
RESOLVED, that the Chairman of the Board, the
President, any Vice President or the Treasurer of
this Company be, and each of them hereby is,
authorized to execute and deliver in the name and
on behalf of this Company, 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 con-
clusive 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 in-
struments, 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 Agree-
ment"), under which the underwriters may purchase up to
$210,000,000 aggregate principal amount of Debt Securities having
an interest rate and maturity to be determined. The price at
which the underwriters will purchase the Debt Securities has not
yet been determined. The Chairman 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 no more than
3.5%, 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 Agree-
ment 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 no more than 3.5%, 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 Under-
writing Agreement and any Selling Agency Agreement would be
entered into in connection with the issuance of first mortgage
bonds, notes, junior subordinated debentures and the cumulative
preferred stock. He further noted that, in order to enable the
Company to perform its obligations under the Selling Agency Agree-
ment, or the Underwriting Agreement approved at this meeting
providing for the sale of up to $210,000,000 aggregate principal
amount of first mortgage bonds or under the 1993 Agreement, 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, such interest rate not to exceed 11% per annum
and the maturity thereof to be not less than nine months nor more
than 50 years.
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 $210,000,000 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 Com-
pany, 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 substantially
the form presented to this meeting, 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 supple-
mented 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 pro-
gram, "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 pay-
ment dates, shall be designated at the time of
creation thereof and further provided that such
interest rate shall not exceed 11% per annum and
such maturity shall not be less than nine months
nor more than 50 years; and further
RESOLVED, that the officers of this Company
(including the Chairman of the Board, the
President, any Vice President, the Treasurer, any
Assistant Treasurer, the Secretary or any
Assistant Secretary) be, and they hereby are,
authorized and directed to execute and deliver,
under the seal of and on behalf of this Company,
one or more additional Supplemental Indentures,
specifying the designation, terms, redemption
provisions and other provisions of the bonds of
each New Series and providing for the creation of
the bonds of each New Series and effecting the
amendments to the Mortgage described therein, 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 con-
clusively evidenced by their execution thereof);
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 neces-
sary 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 hereinbe-
fore 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 exe-
cute 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 aggre-
gate principal amount of up to $210,000,000 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 signa-
ture 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 never-
theless 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, 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 of the Board and
Chief Executive Officer, its President, or one of
its Vice Presidents, and its Treasurer or one of
its Assistant Treasurers; and further
RESOLVED, that the law firms of Baker &
Daniels and Mollison Law Offices, P.C. and that
John F. Di Lorenzo, Jr. of Upper Arlington, Ohio,
John M. Adams, Jr. of Worthington, 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 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 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 re-
quired by Article VI of the Mortgage, in connec-
tion 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 regis-
tered 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 with-
held by the Company under the Federal revenue acts
from time to time in force and the Treasury Depart-
ment 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 per-
mitted or required to make or file as such agent
under any such revenue act and/or Treasury Depart-
ment 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 indepen-
dent 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 fore-
going resolutions.
The Chairman 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 additional 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
and bearing interest to maturity at either a fixed rate, floating
rate, or combination thereof. Any fixed interest rate of the
Debentures will not be greater than 11% per annum. Any fluctu-
ating rate will not be greater than 200 basis points above the
prime rate of interest as stated in the Money Rate section of The
Wall Street Journal from time to time as the prime rate or 200
basis points over the London interbank offered rate (LIBOR). The
Chairman explained that it was proposed that the proceeds to be
received in connection with the proposed sale of Debentures would
be used to purchase directly or indirectly preferred stock.
Thereupon, it was, on motion duly made and seconded,
unanimously
RESOLVED, that the Chairman of the Board, the
President, any Vice President or the Treasurer,
and the Secretary or any Assistant Secretary be,
and they hereby are, authorized to (i) create up
to $150,000,000 aggregate principal amount of
Debentures to be issued under the Indenture and
the Supplemental Indenture, 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 Deben-
tures, 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
bearing interest to maturity at either a fixed
rate, floating rate, or combination thereof, with
any fixed interest rate of the Debentures not to
exceed 11% per annum and any fluctuating rate not
to exceed 200 basis points above the prime rate of
interest as stated in the Money Rate section of
the Wall Street Journal from time to time as the
prime rate or 200 basis points over the London
interbank offered rate (LIBOR); and further
RESOLVED, that the Chairman of the Board, the
President or any Vice President, the Treasurer or
any Assistant Treasurer, the Secretary or any
Assistant Secretary be, and they hereby are,
authorized and directed to execute and deliver,
under the seal of and on behalf of this Company,
the Supplemental Indenture, specifying the desig-
nation, terms, redemption provisions and other
provisions of the Debentures and providing for the
creation of the Debentures, such instrument to be
substantially in the form presented to this
meeting, with such insertions therein and changes
thereto as shall be approved by the officer exe-
cuting 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 appropri-
ate 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 $150,000,000 as defini-
tive fully registered bonds without coupons in
denominations of $25 or integral multiples there-
of; and further
RESOLVED, that if any authorized officer of
this Company who signs, or whose facsimile signa-
ture appears upon, any of the Debentures ceases to
be such an officer prior to their issuance, the
Debentures so signed or bearing such facsimile
signature shall nevertheless be valid; and further
RESOLVED, that, subject as aforesaid, The
First National Bank of Chicago, as such Trustee,
be, and it hereby is, requested to authenticate,
by the manual signature of an authorized officer
of such Trustee, the Debentures and to deliver the
same from time to time in accordance with the
written order of this Company signed in the name
of this Company by its Chairman, President, one of
its Vice Presidents or its Treasurer, and its
Secretary or one of its Assistant Secretaries; and
further
RESOLVED, that John F. Di Lorenzo, Jr. of
Upper Arlington, Ohio, John M. Adams, Jr. of
Worthington, Ohio, Ann B. Graf of Columbus, Ohio,
Thomas G. Berkemeyer of Hilliard, 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 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 regis-
tration, 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 with-
holding 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 there-
to, from interest paid from time to time on the
Debentures, and is hereby authorized and directed
to make any and all payments and reports and to
file any and all returns and accompanying certifi-
cates with the Federal Government which it may be
permitted or required to make or file as such
agent under any such revenue act and/or Treasury
Department regulation pertaining thereto; and
further
RESOLVED, that the officers of this Company
be, and they hereby are, authorized and directed
to effect transfers and exchanges of the Deben-
tures, 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 Deben-
ture 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 fore-
going resolutions.
The Chairman indicated to the meeting that it may be
desirable that the Debentures be listed on the New York Stock
Exchange and in connection with any such application, to register
the Debentures under the Securities Exchange Act of 1934. In
this connection, he presented a form of indemnity agreement to be
executed and delivered by this Company to the New York Stock
Exchange in any such application for such listing.
Thereupon, it was, on motion duly made and seconded,
unanimously
RESOLVED, that the officers of this Company
be, and they hereby are, authorized, in their dis-
cretion, to make application, on behalf of this
Company, to the New York Stock Exchange for the
listing of up to $150,000,000 aggregate principal
amount of Debentures; and further
RESOLVED, that G. P. Maloney, Armando A. Pena
and Bruce M. Barber, or any one of them, be, and
they hereby are, designated to appear before the
New York Stock Exchange with full authority to
make such changes in such application or any
agreements relating thereto as may be necessary or
advisable to conform with the requirements for
listing; and further
RESOLVED, that the proper officers be, and
they hereby are, authorized to execute and file,
on behalf of this Company, an application for the
registration of up to $150,000,000 aggregate prin-
cipal amount of Debentures with the Securities and
Exchange Commission pursuant to the provisions of
the Securities Exchange Act of 1934, in such form
as the officers of this Company executing the same
may determine; and further
RESOLVED, that the 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 desir-
able in connection with listing the Debentures on
the New York Stock Exchange.
The Chairman further stated that it would be desirable
to authorize the proper officers of the Company on behalf of the
Company, to enter into one or more term loan or note purchase
agreements with terms similar to those contained in the repre-
sentative forms presented to the meeting (the "Proposed Agree-
ment") 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 $210,000,000. Such
borrowings would be evidenced by an unsecured promissory note or
notes of the Company maturing not less than nine months nor more
than thirty years after the date thereof, bearing interest to
maturity at either a fixed rate, floating rate, or combination
thereof. Any fixed interest rate of the note will not be greater
than 250 basis points above the yield to maturity of United
States Treasury obligations that mature on or about the date of
maturity of the note. Any fluctuating rate will not be greater
than 200 basis points above the rate of interest announced pub-
licly by the lending bank from time to time as its base or prime
rate.
The Chairman explained that, although the Proposed
Agreement does not represent a definitive agreement with any com-
mercial bank, financial institution or other institutional
investor, it is believed, on the basis of discussions with cer-
tain of such entities, that one or more of them would enter into
an agreement on terms substantially similar to those in the Pro-
posed Agreement. Accordingly, the Chairman recommended to the
Board that it authorize the proper officers of the Company to
enter into one or more new term loan agreements on terms substan-
tially similar to those in the Proposed Agreement.
The Chairman presented to the meeting the forms of
Proposed Agreements, which were marked for identification and
ordered to be filed with the records of the Company.
Thereupon, upon motion duly made and seconded, it was
unanimously
RESOLVED, that the form, terms and provisions of
the Proposed Agreement between the Company and one or
more as yet unspecified commercial banks, financial
institutions or other institutional investors, a copy
of which has been submitted to this meeting, including
the forms, terms and provisions of the note of the
Company appended thereto, be, and the same hereby are,
in all respects approved; and further
RESOLVED, that the Chairman of the Board, the
President, any Vice President or the Treasurer of this
Company be, and each of them hereby is, authorized to
execute and deliver in the name and on behalf of this
Company, the Proposed Agreement in substantially the
form of such agreement submitted to this meeting, at
either a fixed rate of interest which shall not be
greater than 250 basis points above the yield to matur-
ity of United States Treasury obligations that mature
on or about the maturity date of the note issued there-
under, or a fluctuating rate of interest which shall
not be greater than 200 basis points above the rate of
interest announced publicly by the lending bank from
time to time as its base or prime rate, or at a combi-
nation of such described fixed or fluctuating rates,
with such insertions therein and changes thereto as
shall be approved by the officer executing the same,
such execution to be conclusive evidence of such
approval; and further
RESOLVED, that the Chairman of the Board, the
President, any Vice President or the Treasurer of this
Company be, and each of them hereby is, authorized, in
the name and on behalf of this Company, to borrow from
one or more commercial banks, financial institutions or
other institutional investors, up to $210,000,000, upon
the terms and subject to the conditions of the Proposed
Agreement as executed and delivered; and in connection
therewith, to execute and deliver a promissory note in
the form appended to the Proposed Agreement, with such
insertions therein and changes thereto consistent with
such Proposed Agreement as shall be approved by the
officer executing the same, such execution to be con-
clusive 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 trans-
actions authorized in the foregoing resolutions.
[97FN0017.IMP]