Exhibit 24
OHIO POWER COMPANY
I, John M. Adams, Jr., 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 August 25, 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resolutions have not been altered, amended or rescinded, and that
they are presently in full force and effect.
GIVEN under my hand this 12th day of September, 1997.
_/s/ John M. Adams, Jr._______
Assistant Secretary
OHIO POWER COMPANY
August 25, 1997
The Chairman outlined a proposed financing program
through September 30, 1998 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 $290,000,000 (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, or a combination
of each, in one or more new series, each series to have a
maturity of not more than 50 years. The Chairman stated that, as
an alternative to issuing Debt Securities, the Company might
enter into a term loan agreement or note purchase agreement with
one or more commercial banks, financial institutions or other
institutional investors, providing for the issuance of unsecured
notes with a maturity in excess of nine months in an aggregate
principal amount of up to $290,000,000.
The Chairman then stated that it was proposed that the
proceeds to be received in connection with the proposed sale of
Debt Securities 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 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 reminded the meeting that the Company has
in place an order of The Public Utilities Commission of Ohio
authorizing the issuance of $290,000,000 of Debt Securities
through September 30, 1997 and that, in connection with the
proposed financing program, an application for additional
authority through September 30, 1998 has been filed with The
Public Utilities Commission of Ohio. The Chairman also stated
that it may be necessary to file one or more Registration
Statements pursuant to the applicable provisions of the
Securities Act of 1933, as amended, and to register or qualify
the securities to be sold pursuant to such financing program
under the "blue sky" laws of various jurisdictions.
Thereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, 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 ("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 jurisdic-
tions; that the Chairman of the Board, the President,
any Vice President or the Treasurer and the Secretary
or an Assistant Secretary hereby are authorized to
determine the jurisdictions in which appropriate action
shall be taken to qualify or register for sale all or
such part of the Debt Securities of the Company as said
officers may deem advisable; that said officers are
hereby authorized to perform on behalf of the Company
any and all such acts as they may deem necessary or
advisable in order to comply with the applicable laws
of any such jurisdictions, and in connection therewith
to execute and file all requisite papers and documents,
including, but not limited to, applications, reports,
surety bonds, irrevocable consents and appointments of
attorneys for service of process; and the execution by
such officers of any such paper or document or the
doing by them of any act in connection with the
foregoing matters shall conclusively establish their
authority therefor from the Company and the approval
and ratification by the Company of the papers and
documents so executed and the action so taken; and
further
RESOLVED, that the proper officers of this Company
be, and they hereby are, authorized and directed to
take any and all further action in connection
therewith, including the execution and filing of such
amendment or amendments, supplement or supplements and
exhibit or exhibits thereto as the officers of this
Company may deem necessary or desirable.
The Chairman 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 $290,000,000
of Debt Securities, there was to be filed with the SEC a Power of
Attorney, dated August 25, 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, Ohio Power Company proposes to file with
the SEC one or more Registration Statements for the
registration pursuant to the applicable provisions of
the Securities Act of 1933, as amended, of up to
$290,000,000 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 August 25, 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, 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 be, and said firm
hereby is, designated as independent counsel for the
successful bidder or bidders and/or agents of the
Company for the new series of Debt Securities of this
Company proposed to be issued and sold in connection
with the proposed financing program of this Company.
The Chairman stated that it may be desirable to enter
into a treasury hedge agreement, such as a treasury lock
agreement, treasury put option or interest rate collar agreement
("Treasury Hedge Agreement") to protect against future interest
rate movements in connection with the issuance of the Debt
Securities. The Chairman recommended that the Board authorize
the appropriate officers of the Company to enter into a Treasury
Hedge Agreement, provided that the amount covered by such
Agreement would not exceed the principal amount of Debt
Securities the Company anticipates offering and that the term of
such Agreement will not exceed 90 days.
Thereupon, it was, on motion duly made and seconded,
unanimously
RESOLVED, that the Chairman of the Board, the
President, any Vice President or the Treasurer of this
Company be, and each of them hereby is, authorized to
execute and deliver in the name and on behalf of this
Company, a Treasury Hedge Agreement in such form as
shall be approved by the officer executing the same,
such execution to be conclusive evidence of such
approval, provided that the amount covered by such
Agreement would not exceed the principal amount of Debt
Securities the Company anticipates offering and that
the term of such Agreement will not exceed 90 days; and
further
RESOLVED, that the proper officers of the Company
be, and they hereby are, authorized to execute and
deliver such other documents and instruments, and to do
such other acts and things, that in their judgment may
be necessary or desirable in connection with the
transactions authorized in the foregoing resolutions.
The Chairman explained that, with respect to the
issuance of up to $290,000,000 of Debt Securities through one or
more agents under a medium term note program, the Company could
enter into a Selling Agency Agreement. The Chairman recommended
that the Board authorize the appropriate officers of the Company
to enter into such Selling Agency Agreement with securities
dealers yet to be determined.
Thereupon, upon motion duly made and seconded, it was
unanimously
RESOLVED, that the Chairman of the Board, the
President, any Vice President or the Treasurer of this
Company be, and each of them hereby is, authorized to
execute and deliver in the name and on behalf of this
Company, a Selling Agency Agreement with such
securities dealers in such form as shall be approved by
the officer executing the same, such execution to be
conclusive evidence of such approval; and further
RESOLVED, that the proper officers of the Company
be, and they hereby are, authorized to execute and
deliver such other documents and instruments, and to do
such other acts and things, that in their judgment may
be necessary or desirable.
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 $290,000,000 aggregate principal amount of Debt
Securities having an interest rate and maturity to be determined,
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.
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 1.25%, of the aggregate
principal amount of the Debt Securities.
Thereupon, it was, on motion duly made and seconded,
unanimously
RESOLVED, that the Chairman of the Board, the
President, any Vice President or the Treasurer of this
Company be, and each of them hereby is, authorized to
execute and deliver in the name and on behalf of this
Company, an Underwriting Agreement in such form as
shall be approved by the officer executing the same,
such execution to be conclusive evidence of such
approval, provided that the purchase price of the Debt
Securities shall not be less than 95%, including com-
pensation to the underwriters of no more than 1.25%, 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 trans-
actions authorized in the foregoing resolutions.
The Chairman related to the meeting that any
Underwriting Agreement and any Selling Agency Agreement would be
entered into in connection with the issuance of Debt Securities.
He further noted that, in order to enable the Company to perform
its obligations under the Selling Agency Agreement or the
Underwriting Agreement approved at this meeting providing for the
sale of up to $290,000,000 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 The Chase Manhattan 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, 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, 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
$290,000,000 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 The Chase Manhattan
Bank), 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 Chase Manhattan 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 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, redemp-
tion provisions and other provisions of the bonds of
each New Series and providing for the creation of the
bonds of each New Series and effecting the amendments
to the Mortgage described therein, such instrument to
be substantially in the form presented to this meeting
and ordered to be filed with the records of this
Company, with such changes therein as the officers
executing the same may, upon the advice of counsel,
approve at the time of execution (such approval to be
conclusively evidenced by their execution thereof);
that The Chase Manhattan 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 signa-
tures 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 Chase Manhattan Bank, as Trustee
under the Mortgage, bonds of each New Series in the
aggregate principal amount of up to $290,000,000 as
definitive fully registered bonds without coupons in
denominations of $1,000 or integral multiples thereof;
and further
RESOLVED, that if any authorized officer of this
Company who signs, or whose facsimile signature appears
upon, any of the bonds of each New Series ceases to be
such an officer prior to their issuance, the bonds of
each New Series so signed or bearing such facsimile
signature shall nevertheless be valid; and further
RESOLVED, that, subject as aforesaid, The Chase
Manhattan 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 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 affili-
ate of this Company, be, and each of them hereby is,
appointed the Engineer to make with the President, any
Vice President, the Treasurer or an Assistant Treasurer
of this Company any Engineer's Certificate required by
Article VI of the Mortgage, in connection with the
authentication and delivery of the bonds of each New
Series; and further
RESOLVED, that the office of The Chase Manhattan
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 The Chase Manhattan 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 The Chase Manhattan 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 accom-
panying 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 trans-
fer 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 accoun-
tant'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 stated to the meeting that it was
necessary that the Board authorize the execution and delivery of
an Indenture to be entered into between the Company and Bankers
Trust Company or any successor trustee ("Indenture") to provide
for the issuance of unsecured notes, in an unlimited aggregate
principal amount to be issued from time to time in one or more
series ("Notes").
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 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; and that Bankers Trust
Company is hereby approved and appointed as trustee
under such Indenture.
The Chairman then stated to the meeting that, in order
to enable the Company to perform its obligations under the
Selling Agency Agreement or the Underwriting Agreement approved
at this meeting providing for the sale of up to $290,000,000
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
between the Company and Bankers Trust Company ("Supplemental
Indenture"), forms of which were presented to the meeting. 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 2.5% the yield to maturity at the date of pricing on
United States Treasury Bonds of comparable maturity. Any initial
fluctuating interest rate applicable to the Notes would not
exceed 9%.
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 $290,000,000 aggregate principal amount of Notes
to be issued under the Indenture and one or more Sup-
plemental Indentures or Company Orders, in substanti-
ally the form presented to this meeting, 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 2.5% the
yield to maturity at the date of pricing on United
States Treasury Bonds of comparable maturity or at an
initial fluctuating rate of interest which at the time
of issuance would not exceed 9%, or at a combination of
such described fixed or fluctuating rates, and to
specify the maturity, redemption or tender provisions
and other terms, at the time of 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 pro-
viding for the creation of each series of Notes, each
such instrument to be substantially in the form
presented to this meeting, with such insertions therein
and changes thereto as shall be approved by the officer
executing the same, such execution to be conclusive
evidence of such approval; that Bankers Trust Company
is hereby requested to join in the execution of any
Supplemental Indenture, as Trustee; and further
RESOLVED, that the Chairman of the Board, the
President, any Vice President, the Treasurer or any
Assistant Treasurer be, and they hereby are, authorized
and directed to execute and deliver, on behalf of this
Company, to the extent not determined in a Supplemental
Indenture or Company Order, a certificate requesting
the authentication and delivery of any such Notes and
establishing the terms of any tranche of such series or
specifying procedures for doing so in accordance with
the procedures established in the Indenture; and
further
RESOLVED, that the Chairman of the Board, the
President, any Vice President or the Treasurer and the
Secretary or any Assistant Secretary of this Company
be, and they hereby are, authorized and directed to
execute in accordance with the provisions of the
Indenture (the signatures of such officers to be
effected either manually or by facsimile, in which case
such facsimile is hereby adopted as the signature of
such officer thereon), and to deliver to Bankers Trust
Company, as Trustee under the Indenture, the Notes in
the aggregate principal amount of up to $290,000,000 as
definitive fully registered bonds without coupons in
denominations of $1,000 or integral multiples thereof
or such other 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 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 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 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 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 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
representative forms presented to the meeting ("Proposed
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 $290,000,000. Such
borrowings would be evidenced by an unsecured promissory note or
notes ("Note") of the Company maturing not less than nine months
nor more than thirty years after the date thereof, bearing
interest to maturity at either a fixed rate, floating rate, or
combination thereof. Any fixed interest rate of the Note will
not 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 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 9%.
The Chairman explained that, although the Proposed
Agreement does not represent a definitive agreement with any
commercial bank, financial institution or other institutional
investor, it is believed, on the basis of discussions with
certain of such entities, that one or more of them would enter
into an agreement on terms substantially similar to those in the
Proposed 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.
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
maturity of United States Treasury obligations that
mature on or about the maturity date of the Note issued
thereunder, or a fluctuating rate of interest which
shall not be greater than 200 basis points above the
rate of interest announced publicly by the lending bank
from time to time as its base or prime rate, but in no
event will such initial fluctuation rate of interest
exceed 9%, or at a combination 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 $290,000,000, 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
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 $290,000,000 aggregate principal amount of its Debt
Securities comprising first mortgage bonds or secured or
unsecured promissory notes, 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., 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 25th day of August, 1997.
/s/ E. Linn Draper, Jr._____ /s/ G. P. Maloney___________
E. Linn Draper, Jr. L.S. G. P. Maloney L.S.
/s/ P. J. DeMaria___________ /s/ James J. Markowksy______
P. J. DeMaria L.S. James J. Markowsky L.S.
/s/ Henry Fayne_____________ /s/ J. H. Vipperman_________
Henry Fayne L.S. J. H. Vipperman L.S.
/s/ Wm. J. Lhota____________
Wm. J. Lhota L.S.