Exhibit 24
OHIO POWER COMPANY
I, Jeffrey D. Cross, Vice President of OHIO 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 June 10, 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altered, amended or rescinded, and that they are presently in full force and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 17th day of June, 2003.
_/s/ Jeffrey D. Cross_________
Vice President
OHIO POWER COMPANY
June 10, 2003
The Chairman outlined a proposed financing program through June 30,
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 $650,000,000 (or its
equivalent in another currency or composite currency) aggregate principal amount
of debt securities comprised of first mortgage bonds or secured or unsecured
promissory notes (including Junior Subordinated Debentures), or a combination of
each, in one or more new series, each series to have a maturity of not more than
50 years ("Debt Securities"). He then stated that, as an alternative to issuing
Debt Securities, the Company might enter into a term loan agreement or note
purchase agreement with one or more commercial banks, financial institutions or
other institutional investors, providing for the issuance of unsecured notes
with a maturity in excess of nine months in an aggregate principal amount of up
to $650,000,000 ("Term Notes").
The Chairman explained that it was proposed that the proceeds to be
received in connection with the proposed sale of Debt Securities and the Term
Notes would be added to the general funds of the Company and used to redeem
directly or indirectly long-term debt, to refund directly or indirectly
preferred stock, to repay short-term debt at or prior to maturity, to reimburse
the Company's treasury for expenditures incurred in connection with its
construction program and for other corporate purposes.
Thereupon, on motion duly made and seconded, it was unanimously
RESOLVED, that the proposed financing program of this Company,
as outlined at this meeting, be, and the same hereby is, in all
respects ratified, confirmed and approved; and further
RESOLVED, that the proper officers of this Company be, and
they hereby are, authorized to take all steps necessary, or in their
opinion desirable, to carry out the financing program outlined at
this meeting.
The Chairman stated that the Company has executed and filed an
application with The Public Utilities Commission of Ohio seeking authorization
for the issuance of $650,000,000 of Debt Securities or Term Notes through June
30, 2004. He then stated that it may be necessary to file one or more
Registration Statements pursuant to the applicable provisions of the Securities
Act of 1933, as amended, and to register or qualify the securities to be sold
pursuant to such financing program under the "blue sky" laws of various
jurisdictions.
Thereupon, on motion duly made and seconded, it was unanimously
RESOLVED, that with respect to the proposed financing program
approved at this meeting, the actions taken by the officers of this
Company in connection with the execution and filing on behalf of the
Company of the necessary application with The Public Utilities
Commission of Ohio be, and they hereby are, ratified, confirmed and
approved in all respects; and further
RESOLVED, that the proper officers of this Company be, and
they hereby are, authorized to execute and file with the Securities
and Exchange Commission ("SEC") on behalf of the Company one or more
Registration Statements pursuant to the applicable provisions of the
Securities Act of 1933, as amended; and further
RESOLVED, that it is desirable and in the best interest of the
Company that the Debt Securities be qualified or registered for sale
in various jurisdictions; that the Chairman of the Board, the
President, any Vice President, 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 $650,000,000 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 $650,000,000
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 an 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 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 $650,000,000 of Debt Securities, there was to be filed with
the SEC a Power of Attorney, dated June 10, 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, the Company proposes to file with the SEC one or more
Registration Statements for the registration pursuant to the
applicable provisions of the Securities Act of 1933, as amended, of
up to $650,000,000 aggregate principal amount of Debt Securities, in
one or more new series, each series to have a maturity of not less
than nine months and not more than 50 years; and
WHEREAS, in connection with said Registration Statement(s),
there is to be filed with the SEC a Power of Attorney, dated June
10, 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 one or
more treasury hedge agreements, 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 one or more Treasury Hedge
Agreements, provided that the amount covered by any Treasury Hedge Agreement
would not exceed the principal amount of Debt Securities and Term Notes the
Company anticipates offering and that the term of such Treasury Hedge Agreement
will not exceed 90 days.
Thereupon, it was, on motion duly made and seconded, unanimously
RESOLVED, that the Chairman of the Board, the President, any
Vice President, 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
Treasury Hedge Agreements 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 Treasury
Hedge Agreement would not exceed the principal amount of Debt
Securities and Term Notes the Company anticipates offering and that
the term of such Treasury Hedge Agreement will not exceed 90 days;
and further
RESOLVED, that the proper officers of the Company be, and they
hereby are, authorized to execute and deliver such other documents
and instruments, and to do such other acts and things, that in their
judgment may be necessary or desirable in connection with the
transactions authorized in the foregoing resolutions.
The Chairman 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, structured notes or similar products or transactions
involving the purchase and sale, including short sales, of U.S. Treasury
obligations ("Interest Rate Management Agreements"), in each case to manage and
minimize interest costs. The transactions will be for a fixed period and a
stated 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,
provided that any fixed rate of interest under any Interest Rate Management
Agreement will not exceed by more than 4.0% the yield to maturity on United
States Treasury obligations of comparable maturity at the time of execution of
the Interest Rate Management Agreement and any initial interest rate under any
variable rate Interest Rate Management Agreement will not exceed 10% per annum.
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, 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, provided that any fixed rate
of interest under any Interest Rate Management Agreement will not
exceed by more than 4.0% the yield to maturity on United States
Treasury obligations of comparable maturity at the time of execution
of the Interest Rate Management Agreement and any initial interest
rate under any variable rate Interest Rate Management Agreement will
not exceed 10% per annum; 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
$650,000,000 of Debt Securities through one or more agents under a medium term
note program, the Company could enter into a Selling Agency Agreement. He
recommended that the Board authorize the appropriate officers of the Company to
enter into such Selling Agency Agreement with securities dealers yet to be
determined.
Thereupon, upon motion duly made and seconded, it was unanimously
RESOLVED, that the Chairman of the Board, the President, any
Vice President, 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, a Selling Agency
Agreement with such securities dealers in such form as shall be
approved by the officer executing the same, such execution to be
conclusive evidence of such approval; and further
RESOLVED, that the proper officers of the Company be, and they
hereby are, authorized to execute and deliver such other documents
and instruments, and to do such other acts and things, that in their
judgment may be necessary or desirable in connection with the
transactions authorized in the foregoing resolutions.
The Chairman next explained that the Company could also enter into
an Underwriting Agreement ("Underwriting Agreement") with certain underwriters,
under which the underwriters may purchase up to $650,000,000 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 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 $650,000,000 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 October
1, 1938, of the Company to Central Hanover Bank and Trust Company (now JPMorgan
Chase Bank), 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 4.0% the yield to maturity on
United States Treasury obligations of comparable maturity at the time of pricing
of the First Mortgage Bonds. Any initial interest rate on any variable rate
First Mortgage Bonds will not exceed 10% per annum.
Thereupon, after full and thorough discussion, it was, on motion
duly made and seconded, unanimously
RESOLVED, that the officers of this Company (including the
Chairman of the Board, the President, any Vice President, the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant
Secretary) be, and they hereby are, authorized to create up to
$650,000,000 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 October 1, 1938, of the
Company to Central Hanover Bank and Trust Company (now JPMorgan
Chase Bank), 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 JPMorgan
Chase Bank, as Trustee (said Mortgage and Deed of Trust as
heretofore supplemented and amended, and as to be supplemented and
amended, being hereinafter called the "Mortgage"), each series to be
designated and to be distinguished from bonds of all other series by
the title, in the case of a medium term note program, "First
Mortgage Bonds, Designated Secured Medium Term Notes, ______% Series
due ____________", and, in the case of an Underwriting Agreement,
"First Mortgage Bonds, ______% Series due ____________",
(hereinafter called "bonds of each New Series"), provided that the
interest rate, maturity and the applicable redemption provisions, if
any, and such other terms, including, but not limited to, interest
payment dates and record payment dates, shall be designated at the
time of creation thereof and such maturity shall not be less than
nine months nor more than 50 years and further provided that any
fixed rate of interest applicable to the First Mortgage Bonds will
not exceed by more than 4.0% the yield to maturity on United States
Treasury obligations of comparable maturity at the time of pricing
of the First Mortgage Bonds and any initial interest rate on any
variable rate First Mortgage Bonds will not exceed 10% per annum;
and further
RESOLVED, that the officers of this Company (including the
Chairman of the Board, the President, any Vice President, the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant
Secretary) be, and they hereby are, authorized and directed to
execute and deliver, under the seal of and on behalf of this
Company, one or more additional Supplemental Indentures, specifying
the designation, terms, redemption provisions and other provisions
of the bonds of each New Series and providing for the creation of
the bonds of each New Series and effecting the amendments to the
Mortgage described therein, in such form as shall be approved by the
officer executing the same, such execution to be conclusive evidence
of such approval; that JPMorgan Chase Bank 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
JPMorgan Chase Bank, as Trustee under the Mortgage, bonds of each
New Series in the aggregate principal amount of up to $650,000,000
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, JPMorgan Chase Bank, 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 VI and
Section 29(2) of Article VII of the Mortgage, in connection with the
authentication and delivery of the bonds of the New Series, and in
connection with any other actions taken, or to be taken, under the
Mortgage; and further
RESOLVED, that 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 Michael W. Rencheck of Powell, Ohio, an
engineer and officer of American Electric Power Service Corporation,
an affiliate of this Company, be, and he hereby is, appointed the
Engineer to make with the President, any Vice President, the
Treasurer or any 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 JPMorgan Chase Bank at 450 West
33rd 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 JPMorgan Chase Bank, 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 JPMorgan Chase Bank, 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 explained 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 a call option or both, pursuant to a Selling
Agency Agreement, an Underwriting Agreement or other agreement. He further noted
that, in order to enable the Company to perform its obligations under the
Selling Agency Agreement, the Underwriting Agreement or other agreement approved
at this meeting providing for the sale of up to $650,000,000 aggregate principal
amount of the Notes, it was necessary that the Board authorize the execution and
delivery of one or more Company Orders or Supplemental Indentures to the
Indenture, dated as of September 1, 1997, between the Company and Bankers Trust
Company, 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 4.0% the yield to maturity on United
States Treasury obligations of comparable maturity at the time of pricing of the
Notes. Any initial fluctuating interest rate applicable to the Notes would not
exceed 10%.
Thereupon, it was, on motion duly made and seconded, unanimously
RESOLVED, that the Chairman of the Board, the President, any
Vice President, the Treasurer or any Assistant Treasurer and the
Secretary or any Assistant Secretary be, and they hereby are,
authorized to create up to $650,000,000 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 4.0% the yield to
maturity on United States Treasury obligations of comparable
maturity at the time of pricing of the Notes or at an initial
fluctuating rate of interest which at the time of pricing would not
exceed 10%, or at a combination of such described fixed or
fluctuating rates, and to specify the maturity, redemption or tender
provisions and other terms, at the time of issuance thereof with the
maturity not to exceed 50 years; and further
RESOLVED, that the Chairman of the Board, the President, any
Vice President, the Treasurer or any Assistant Treasurer and the
Secretary or any Assistant Secretary be, and they hereby are,
authorized and directed to execute and deliver, on behalf of this
Company, one or more Supplemental Indentures or Company Orders,
specifying the designation, terms, redemption provisions and other
provisions of the Notes and providing for the creation of each
series of Notes, in such form as shall be approved by the officer
executing the same, such execution to be conclusive evidence of such
approval; that Bankers Trust Company 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 Bankers Trust Company, as Trustee under
the Indenture, the Notes in the aggregate principal amount of up to
$650,000,000 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, Bankers Trust Company,
as such Trustee, be, and it hereby is, requested to authenticate, by
the manual signature of an authorized officer of such Trustee, 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, William E.
Johnson of Gahanna, Ohio, and Kevin R. Fease of Pickerington, 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 Bankers Trust Company, at Four
Albany 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 Bankers Trust Company, be, and it hereby
is, appointed the withholding agent and attorney of this Company for
the purpose of withholding any and all taxes required to be withheld
by the Company under the Federal revenue acts from time to time in
force and the Treasury Department regulations pertaining thereto,
from interest paid from time to time on 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 Bankers Trust Company be, and it hereby is,
appointed as Note Registrar in accordance with the Indenture; and
further
RESOLVED, that the officers of the Company be, and they hereby
are, authorized and directed to execute such instruments and papers
and to do any and all acts as to them may seem necessary or
desirable to carry out the purposes of the foregoing resolutions.
The Chairman then stated that one or more insurance companies may
insure the payment of principal and interest on certain types of Debt Securities
or Term Notes as such payments become due pursuant to a financial guaranty
insurance or other policy or agreement ("Insurance Policy"). In this connection,
the Company proposes to enter into one or more Insurance Agreements, in such
form as shall be approved by the officer executing the same, such execution to
be conclusive evidence of such approval.
Thereupon, after discussion, on motion duly made and seconded, it
was unanimously
RESOLVED, that in order to enhance the credit of one or more
series of Debt Securities or Term Notes 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 Policy
and the Insurance Agreement.
The Chairman noted that as an additional alternative to the issuance
of First Mortgage Bonds or Notes, the Company may issue and sell Junior
Subordinated Debentures pursuant to an Underwriting Agreement. He reminded the
Board that the Company has entered into an Indenture with The First National
Bank of Chicago dated as of October 1, 1995 ("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 $650,000,000
aggregate principal amount of Debentures, it was necessary that the Board of
Directors of this Company authorize the execution and delivery of one or more
Supplemental Indentures to the Indenture ("Supplemental Indenture"). The
Debentures will be created under the Supplemental Indenture and will also allow
the Company to defer payment of interest for up to five years. The Chairman
recommended that the Board authorize the appropriate officers of the Company to
create the Debentures and specify the interest rate or method of determining the
interest on the Debentures, maturity, redemption provisions and other terms at
the time of creation, with the maturity not to exceed 50 years. Any fixed
interest rate applicable to the Debentures would not exceed by more than 4.0%
the yield to maturity at the time of pricing on United States Treasury
obligations of comparable maturity. Any initial fluctuating interest rate
applicable to the Debentures would not exceed 10%.
Thereupon, on motion duly made and seconded, it was unanimously
RESOLVED, that the Chairman of the Board, the President or any
Vice President, the Treasurer or any Assistant Treasurer and the
Secretary or any Assistant Secretary be, and they hereby are,
authorized (i) to create up to $650,000,000 aggregate principal
amount of Debentures to be issued under the Indenture and one or
more Supplemental Indentures, in such form as shall be approved by
the officer executing the same, such execution to be conclusive
evidence of such approval, to be designated and to be distinguished
from debentures of all other series by the title "____% Junior
Subordinated Deferrable Interest Debentures, Series __, Due
____________", and (ii) to specify the interest rate, maturity,
redemption provisions and other terms at the time of creation
thereof with the maturity not to exceed 50 years and with either a
fixed rate of interest which shall not exceed by more than 4.0% the
yield to maturity at the time of pricing on United States Treasury
obligations of comparable maturity or at an initial fluctuating rate
of interest which at the time of pricing will not exceed 10%, or a
combination of such fixed or fluctuating rates; and further
RESOLVED, that the Chairman of the Board, the President or any
Vice President, the Treasurer or any Assistant Treasurer, the
Secretary or any Assistant Secretary be, and they hereby are,
authorized and directed to execute and deliver, under the seal of
and on behalf of this Company, one or more Supplemental Indentures,
specifying the designation, terms, redemption provisions and other
provisions of the Debentures and providing for the creation of the
Debentures, such instrument to be in the form as shall be approved
by the officer executing the same, such execution to be conclusive
evidence of such approval; that The First National Bank of Chicago
is hereby requested to join in the execution of any such
Supplemental Indenture, as Trustee; and further
RESOLVED, that the terms and provisions of the Debentures and
the form of the registered Debentures and of the Trustee's
Authentication Certificate shall be established by the appropriate
officers of the Company as herein authorized; and further
RESOLVED, that the Chairman of the Board, the President, any
Vice President, 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 $650,000,000
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, its Treasurer or any Assistant Treasurer, and its
Secretary or one of Assistant Secretaries; and further
RESOLVED, that Thomas G. Berkemeyer of Hilliard, Ohio, Ann B.
Graf of Columbus, Ohio, David C. House of Columbus, Ohio, William E.
Johnson of Gahanna, Ohio, and Kevin R. Fease of Pickerington, Ohio,
attorneys and employees of American Electric Power Service
Corporation, an affiliate of this Company, be, and each of them
hereby is, appointed Counsel to render any Opinion of Counsel
required by the Indenture in connection with the authentication and
delivery of the Debentures; and further
RESOLVED, that the office of The First National Bank of
Chicago, One First National Plaza, Suite 0126, Chicago, Illinois,
be, and it hereby is, designated as the office or agency of this
Company, in accordance with Section 4.02 of the Indenture, for the
payment of the principal of and the interest on the Debentures, for
the registration, transfer and exchange of Debentures and for
notices or demands to be served on the Company with respect to the
Debentures; and further
RESOLVED, that The First National Bank of Chicago, One First
National Plaza, Suite 0126, Chicago, Illinois, 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 $650,000,000. 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 50 years after the date
thereof, bearing interest to maturity at either a fixed rate, floating rate, or
combination thereof. Any fixed interest rate of the Term Note will not exceed by
more than 4.0% the yield to maturity of United States Treasury obligations that
mature on or about the date of maturity of the Term Note. Any fluctuating rate
will not be greater than 400 basis points above the rate of interest announced
publicly by the lending bank from time to time as its base or prime rate, but in
no event will the initial fluctuating rate of interest exceed 10%.
Thereupon, upon motion duly made and seconded, it was unanimously
RESOLVED, that the Chairman of the Board, the President, any
Vice President, 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 Term
Loan Agreements or Term Notes, which may be documented through the
execution and delivery of one or more Company Orders or Supplemental
Indentures to an Indenture, in such form as shall be approved by the
officer executing the same, such execution to be conclusive evidence
of such approval, at either a fixed rate of interest which shall not
exceed by more than 4.0% 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 400 basis points above the rate of
interest announced publicly by the lending bank from time to time as
its base or prime rate, but in no event will such initial
fluctuation rate of interest exceed 10%, or at a combination of such
described fixed or fluctuating rates; and further
RESOLVED, that the Chairman of the Board, the President, any
Vice President, the Treasurer or any Assistant 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 $650,000,000, upon the terms and subject to the conditions of the
Term Loan Agreement or Term Notes as executed and delivered; and in
connection therewith, to execute and deliver a promissory note, with
such insertions therein and changes thereto consistent with such
Term Loan Agreement or Term Notes 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, including one or more Company Orders or
Supplemental Indentures to an Indenture, 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.
OHIO POWER COMPANY
POWER OF ATTORNEY
Each of the undersigned directors or officers of OHIO POWER COMPANY,
an Ohio 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 $650,000,000 aggregate principal amount of its Debt
Securities comprising first mortgage bonds or secured or unsecured promissory
notes (including Junior Subordinated Debentures), or a combination of each, in
one or more new series, each series to have a maturity not exceeding 50 years,
does hereby appoint E. LINN DRAPER, JR., SUSAN TOMASKY, ARMANDO A. PENA and
GEOFFREY S. CHATAS his or her true and lawful attorneys, and each of them his or
her true and lawful attorney, with power to act without the others, and with
full power of substitution or resubstitution, to execute for him or her and in
his or her 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 10th day of June, 2003.
_/s/ E. Linn Draper, Jr.____ __/s/ Armando A. Pena_______
E. Linn Draper, Jr. L.S. Armando A. Pena L.S.
_/s/ Geoffrey S. Chatas_____ _/s/ Robert P. Powers_______
Geoffrey S. Chatas L.S. Robert P. Powers L.S.
_/s/ Jeffrey D. Cross_______ _/s/ T. V. Shockley, III____
Jeffrey D. Cross L.S. Thomas V. Shockley, III L.S.
_/s/ Henry W. Fayne_________ _/s/ Susan Tomasky__________
Henry W. Fayne L.S. Susan Tomasky L.S.
__/s/ Thomas M. Hagan_______
Thomas M. Hagan L.S.