Exhibit 24
OHIO POWER COMPANY
I, John B. Shinnock, Assistant Secretary 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 September 28, 1995, 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resolutions have not been altered, amended or rescinded, and that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 2nd day of October, 1995.
_/s/ John B. Shinnock_____
Assistant Secretary
OHIO POWER COMPANY
September 28, 1995
The Chairman outlined a proposed financing program of the
Company involving the issuance and sale through September 30, 1996,
either at competitive bidding or through a private or public offering
with one or more agents or underwriters, of up to $425,000,000
aggregate principal 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 subordinated
debentures (including junior subordinated debentures) or other
promissory notes.
The Chairman stated that the proceeds received in
connection with the proposed sale of Debt Securities would be used
to refund directly or indirectly or pay at maturity long-term debt
or cumulative preferred shares or 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 informed the meeting that an Application had
been filed with The Public Utilities Commission of Ohio in connection
with the proposed financing program. He further reported 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 take appropriate action to qualify or register
the Debt Securities for sale in 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 an 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 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 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
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 then 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 $425,000,000 of Debt Securities, there is to be filed with
the Commission a Power of Attorney, dated September 28, 1995,
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, Ohio Power Company proposes to file with the
Securities and Exchange Commission one or more
Registration Statements for the registration pursuant to
the applicable provisions of the Securities Act of 1933,
as amended, of up to $425,000,000 aggregate principal
amount of Debt Securities in one or more new series, each
series to have a maturity of 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 September
28, 1995, 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, 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 further stated to the meeting that it was
proposed to designate independent counsel for the successful bidder
or bidders and/or agents or underwriters of the Company for any new
series of Debt Securities to be issued and sold with respect to 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 suc-
cessful bidder or bidders and/or agents or underwriters
of the Company for any new series of Debt Securities
proposed to be issued and sold in connection with the
proposed financing program of this Company.
The Chairman related that the Company had negotiated a form
of Underwriting Agreement (the "Underwriting Agreement") with certain
underwriters, expected to be managed by Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Dean Witter Reynolds Inc., Prudential
Securities Inc., Lehman Brothers and Paine Webber Incorporated
(collectively, the "Underwriters"), under which the Underwriters will
purchase up to $85,000,000 aggregate principal amount of Junior
Subordinated Deferrable Interest Debentures, Series A, having an
interest rate and maturity to be determined (the "Debentures"). The
price at which the Underwriters will purchase the Debentures has not
yet been determined. The Chairman then recommended that the Board
authorize the appropriate officers of the Company to enter into the
Underwriting Agreement, which was then presented to the meeting, and
determine the purchase price of the Debentures, 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 Debentures.
Thereupon, it was, on motion duly made and seconded,
unanimously
RESOLVED, that the form, terms and provisions of the
Underwriting Agreement among the Company and the
Underwriters, a copy of which has been submitted to this
meeting, be, and the same hereby are, in all respects
approved; and further
RESOLVED, that, subject to the approval of all
governmental agencies having jurisdiction in the premises,
the Chairman of the Board, the President or any Vice
President 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 Underwriting Agreement in
substantially the form of such agreement submitted to this
meeting, with such insertions therein and changes thereto
as shall be approved by the officer executing the same,
such execution to be conclusive evidence of such approval,
provided that the purchase price of the Debentures shall
not be less than 95%, including compensation to the
Underwriters of no more than 3.5%, of the aggregate
principal amount of the Debentures; 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 advised the meeting that it was necessary for
the Board of Directors of this Company to authorize the execution
and delivery of an Indenture to be entered into between the Company
and The First National Bank of Chicago (the "Indenture") to provide
for the issuance of unsecured junior subordinated debentures, in an
unlimited aggregate principal amount to be issued from time to time
in one or more series. Payments on the Debentures will be
subordinate to the prior payment in full of all Senior Indebtedness.
Thereupon, it was, on motion duly made and seconded, unanimously
RESOLVED, that the Chairman of the Board, the
President or any Vice President, and the Secretary or any
Assistant Secretary be, and they hereby are, authorized
to execute and deliver the Indenture in substantially the
form of such Indenture submitted to this meeting, with
such insertions therein and changes thereto as shall be
approved by the officer executing the same, such execution
to be conclusive evidence of such approval.
The Chairman next stated that, in connection with the sale
of the Debentures to the Underwriters, it was necessary that the
Board of Directors of this Company authorize the execution and
delivery of a First Supplemental Indenture to the Indenture between
the Company and The First National Bank of Chicago (the "Supplemental
Indenture"), the form of which was presented to the meeting. The
Debentures will be created under the Supplemental Indenture and will
also allow the Company to defer payment of interest for up to 5
years. The interest rate, maturity and certain other terms have not
yet been determined. 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 interest
rate not to exceed 10% and the maturity not to exceed 50 years.
Thereupon, it was, on motion duly made and seconded,
unanimously
RESOLVED, that the Chairman of the Board, the
President or any Vice President, the Treasurer or any
Assistant Treasurer and the Secretary or any Assistant
Secretary be, and they hereby are, authorized to create
up to $85,000,000 aggregate principal amount of Debentures
to be issued under the Indenture and the Supplemental
Indenture, in substantially the form presented to this
meeting, to be designated and to be distinguished from
debentures of all other series by the title "______%
Junior Subordinated Deferrable Interest Debentures, Series
A, Due ____________", and to specify the interest rate,
maturity, redemption provisions and other terms, at the
time of creation thereof with the interest rate not to
exceed 10% per annum and the maturity not to exceed 50
years; 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 designation, 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 executing the same, such execution
to be conclusive evidence of such approval; that The First
National Bank of Chicago is hereby requested to join in
the execution of the Supplemental Indenture, as Trustee;
and further
RESOLVED, that the terms and provisions of the
Debentures and the form of the registered Debentures and
of the Trustee's Authentication Certificate be, and they
hereby are, established as provided in the form of the
Supplemental Indenture, 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 Debentures shall be
substantially in the form set forth in the form of
Supplemental Indenture approved at this meeting; and
further
RESOLVED, that, subject to the approval of all
governmental agencies having jurisdiction in the premises,
the Chairman of the Board, the President or any Vice
President 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 $85,000,000 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 or
one of its Vice Presidents and its Treasurer or one of its
Assistant Treasurers; and further
RESOLVED, that John F. Di Lorenzo, Jr. of Upper
Arlington, Ohio, Jeffrey D. Cross of Worthington, Ohio,
Ann B. Graf of Columbus, Ohio, John M. Adams, Jr. of
Worthington, Ohio and Thomas G. Berkemeyer of Hilliard,
Ohio, attorneys and employees of American Electric Power
Service Corporation, an affiliate of this Company, be, and
each of them hereby is, appointed Counsel to render any
Opinion of Counsel required by of the Indenture in
connection with the authentication and delivery of the
Debentures; and further
RESOLVED, that the office of The First National Bank
of Chicago, One First National Plaza, Suite 0126, Chicago,
Illinois, be, and it hereby is, designated as the office
or agency of this Company, in accordance with Section 4.02
of the Indenture, for the payment of the principal of and
the interest on the Debentures, for the registration,
transfer and exchange of Debentures and for notices or
demands to be served on the Company with respect to the
Debentures; and further
RESOLVED, that The First National Bank of Chicago,
be, and it hereby is, appointed the withholding agent and
attorney of this Company for the purpose of withholding
any and all taxes required to be withheld by the Company
under the Federal revenue acts from time to time in force
and the Treasury Department regulations pertaining
thereto, from interest paid from time to time on the
Debentures, and is hereby authorized and directed to make
any and all payments and reports and to file any and all
returns and accompanying certificates with the Federal
Government which it may be permitted or required to make
or file as such agent under any such revenue act and/or
Treasury Department regulation pertaining thereto; and
further
RESOLVED, that the officers of this Company be, and
they hereby are, authorized and directed to effect
transfers and exchanges of the Debentures, pursuant to
Section 2.05 of the Indenture without charging a sum for
any Debenture issued upon any such transfer or exchange
other than a charge in connection with each such transfer
or exchange sufficient to cover any tax or other
governmental charge in relation thereto; and further
RESOLVED, that The First National Bank of Chicago be,
and it hereby is, appointed as Debenture Registrar in
accordance with Section 2.05(b) of the Indenture; and
further
RESOLVED, that the officers of the Company be, and
they hereby are, authorized and directed to execute such
instruments and papers and to do any and all acts as to
them may seem necessary or desirable to carry out the
purposes of the foregoing resolutions.
The Chairman 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 discretion, to make
application, on behalf of this Company, to the New York
Stock Exchange for the listing of up to $85,000,000
aggregate principal amount of Debentures; and further
RESOLVED, that G. P. Maloney, Bruce M. Barber and
Armando A. Pena, or any one of them, be, and they hereby
are, designated to appear before the New York Stock
Exchange with full authority to make such changes in 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 $85,000,000 aggregate principal 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 indemnity agreement, substantially
in the form presented to the meeting, and providing for
indemnification of the New York Stock Exchange and certain
other persons against losses arising from the use of the
facsimile signatures hereinbefore approved be, and the
same hereby is, approved, and the Chairman of the Board,
the President or any Vice President and the Secretary or
any Assistant Secretary be, and each of them hereby is,
authorized, in the event 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 or any Vice President 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
Debentures on the New York Stock Exchange.
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 $425,000,000
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 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 28th day of September, 1995.
_/s/ E. Linn Draper, Jr.____ _/s/ Wm. J. Lhota___________
E. Linn Draper, Jr. L.S. Wm. J. Lhota L.S.
_/s/ P. J. DeMaria__________ _/s/ G. P. Maloney__________
P. J. DeMaria L.S. G. P. Maloney L.S.
_/s/ Carl A. Erikson________ _/s/ J. J. Markowsky________
Carl A. Erikson L.S. J. J. Markowsky L.S.
_/s/ Henry Fayne____________
Henry Fayne L.S.