Exhibit 24
PUBLIC SERVICE COMPANY OF OKLAHOMA
I, Thomas G. Berkemeyer, Assistant Secretary of PUBLIC SERVICE COMPANY OF
OKLAHOMA, 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
March 30, 2004, 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resolutions have not been altered, amended or rescinded, and that they are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 20th day of April,
2004.
/s/ Thomas G. Berkemeyer
Assistant Secretary
PUBLIC SERVICE COMPANY OF OKLAHOMA
March 30, 2004
The Chairman outlined a proposed financing program through December
31, 2005 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 $200,000,000 (or its
equivalent in another currency or composite currency) aggregate principal amount
of debt securities comprised of unsecured promissory notes, in one or more new
series, each series to have a maturity of not more than 40 years ("Debt
Securities"). He then stated that, as an alternative to issuing Debt Securities,
the Company may issue one or more unsecured promissory notes ("AEP Notes") to
American Electric Power Company, Inc. ("AEP") in an aggregate principal amount
of up to $200,000,000. AEP Notes would be issued in compliance with the order of
the Oklahoma Corporation Commission and any applicable rules of the Securities
Exchange Commission under the Public Utility Holding Company Act of 1935.
The Chairman explained 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 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 Oklahoma State Corporation Commission seeking authorization
for the issuance of $200,000,000 of Debt Securities. 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 Oklahoma Corporation
Commission 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 $200,000,000 aggregate principal
amount of Debt Securities; and further
RESOLVED, that Susan Tomasky, Stephen P. Smith, Wendy G.
Hargus 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 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 $200,000,000
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, Susan
Tomasky, Stephen P. Smith, Wendy G. Hargus and Armando A. Pena, 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 $200,000,000 of Debt Securities, there was to be filed with
the SEC a Power of Attorney, dated March 30, 2004, 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 $200,000,000 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 40 years; and
WHEREAS, in connection with said Registration Statement(s),
there is to be filed with the SEC a Power of Attorney, dated March
30, 2004, executed by certain of the officers and directors of this
Company appointing Michael G. Morris, Susan Tomasky, Stephen P.
Smith 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 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 hedge
agreements, such as a forward starting swap, treasury lock agreement, treasury
put option or interest rate collar agreement ("Hedge Agreement") to protect
against future interest rate movements in connection with the issuance of the
Debt Securities. He recommended that the Board authorize the appropriate
officers of the Company to enter into a Hedge Agreement, provided that the
amount covered by such Agreement would not exceed the principal amount of Debt
Securities the Company anticipates offering.
Thereupon, it was, on motion duly made and seconded, unanimously
RESOLVED, that the Chairman of the Board, the President, any
Vice President, the Treasurer or any Assistant Treasurer of this
Company be, and each of them hereby is, authorized to execute and
deliver in the name and on behalf of this Company, a 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 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, or hedging products such as forwards or futures, or
similar products ("Interest Rate Management Agreements"), in each case to manage
and minimize interest costs. The transactions will be for a fixed period, stated
principal amount and 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 the aggregate notional amount of all Interest Rate Management
Agreements will not exceed 25% of the Company's total existing debt obligations
and such other conditions that may be imposed by any regulatory body.
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 the
aggregate notional amount of all Interest Rate Management Agreements
will not exceed 25% of the Company's total existing debt obligations
and such other conditions that may be imposed by any regulatory
body; 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
$200,000,000 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 $200,000,000 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 explained that the Company may issue and sell unsecured
notes ("Notes"), 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 or the
Underwriting Agreement approved at this meeting providing for the sale of up to
$200,000,000 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 November 1, 2000, between
the Company and The Bank of New York (the "Indenture"), 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 40 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 350 basis points the yield to maturity of 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 6%.
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 $200,000,000 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 350 basis points 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 6%, 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 40 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 The Bank of New York is hereby requested to join in
the execution of any Supplemental Indenture or Company Order, as
Trustee; and further
RESOLVED, that the Chairman of the Board, the President, any
Vice President, the Treasurer or any Assistant Treasurer be, and
they hereby are, authorized and directed to execute and deliver, on
behalf of this Company, to the extent not determined in a
Supplemental Indenture or Company Order, a certificate requesting
the authentication and delivery of any such Notes and establishing
the terms of any tranche of such series or specifying procedures for
doing so in accordance with the procedures established in the
Indenture; and further
RESOLVED, that the Chairman of the Board, the President, any
Vice President 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
The Bank of New York, as Trustee under the Indenture, the Notes in
the aggregate principal amount of up to $200,000,000 as definitive
fully registered bonds without coupons in such denominations as may
be permitted under the Indenture; and further
RESOLVED, that if any authorized officer of this Company who
signs, or whose facsimile signature appears upon, any of the Notes
ceases to be such an officer prior to their issuance, the Notes so
signed or bearing such facsimile signature shall nevertheless be
valid; and further
RESOLVED, that, subject as aforesaid, The Bank of New York, as
such Trustee, be, and it hereby is, requested to authenticate, by
the manual signature of an authorized officer of such Trustee, the
Notes and to deliver the same from time to time in accordance with
the written order of this Company signed in the name of this Company
by its Chairman, President, any Vice President, the Treasurer or any
Assistant Treasurer; and further
RESOLVED, that Thomas G. Berkemeyer of Hilliard, Ohio, Ann B.
Graf of Columbus, Ohio, David C. House of Columbus, Ohio, 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 The Bank of New York, 101 Barclay
Street, in the Borough of Manhattan, The City of New York, be, and
it hereby is, designated as the office or agency of this Company, in
accordance with the Indenture, for the payment of the principal of
and the interest on the Notes, for the registration, transfer and
exchange of Notes and for notices or demands to be served on the
Company with respect to the Notes; and further
RESOLVED, that said The Bank of New York, be, and it hereby
is, appointed the withholding agent and attorney of this Company for
the purpose of withholding any and all taxes required to be withheld
by the Company under the Federal revenue acts from time to time in
force and the Treasury Department regulations pertaining thereto,
from interest paid from time to time on the Notes, and is hereby
authorized and directed to make any and all payments and reports and
to file any and all returns and accompanying certificates with the
Federal Government which it may be permitted or required to make or
file as such agent under any such revenue act and/or Treasury
Department regulation pertaining thereto; and further
RESOLVED, that the officers of this Company be, and they
hereby are, authorized and directed to effect transfers and
exchanges of the Notes, pursuant to the Indenture without charging a
sum for any Note issued upon any such transfer or exchange other
than a charge in connection with each such transfer or exchange
sufficient to cover any tax or other governmental charge in relation
thereto; and further
RESOLVED, that The Bank of New York be, and it hereby is,
appointed as Note Registrar in accordance with the Indenture; and
further
RESOLVED, that the officers of the Company be, and they hereby
are, authorized and directed to execute such instruments and papers
and to do any and all acts as to them may seem necessary or
desirable to carry out the purposes of the foregoing resolutions.
The Chairman further stated that it would be desirable to authorize
the proper officers of the Company, on behalf of the Company, to issue one or
more unsecured promissory notes to American Electric Power Company, Inc. ("AEP")
in an aggregate principal amount of up to $200,000,000 on such terms as are
consistent with (i) its financing authority granted by the Oklahoma Corporation
Commission and (ii) any applicable rules of the Securities Exchange Commission
under the Public Utility Holding Company Act of 1935 and regulations thereunder
("PUHCA").
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, in the name and
on behalf of this Company, to borrow from AEP up to $200,000,000,
upon such terms as are consistent with (i) the financing authority
granted by the Oklahoma Corporation Commission and (ii) any
applicable rules of the Securities Exchange Commission under PUHCA.
The Chairman also reminded the Board that on behalf of the Company
the Oklahoma Development Finance Authority, a public trust and agency of the
State of Oklahoma (the "Authority"), had issued a series of Pollution Control
Revenue Refunding Bonds (Public Service Company of Oklahoma Project) Series 1999
(the "Bonds"), in the aggregate principal amount of $33,700,000 pursuant to an
Indenture of Trust, dated as of June 15, 1999, between the Authority and The
Bank of Oklahoma, N.A., as Trustee (the "Trustee"), as supplemented and amended
(the "Indenture"), for the purpose of refunding certain pollution control
revenue bonds issued to finance a portion of the costs of acquiring,
constructing, installing and equipping certain pollution control facilities at
the Company's Northeastern Generating Station near Oologah, Oklahoma. The
Company is considering the remarketing of the Bonds or the issuance of new bonds
to refund the Bonds (the "Refunding Bonds"). In connection with the refunding,
the officers of the Company would enter into a new Installment Payment Agreement
(the "Agreement") relating to the Refunding Bonds.
The Chairman advised the Board that the Company would enter into a
Contract of Purchase (the "Contract") with one or more underwriters
(collectively, the "Purchaser"), providing for the purchase of the Bonds or the
Refunding Bonds by the Purchaser at a price of 100% of the principal amount
thereof, plus accrued interest. The Contract will further provide that as
compensation for the services of the Purchaser in purchasing and remarketing the
Bonds or the Refunding Bonds, the Company will pay compensation not to exceed 3%
of the issuance, plus reasonable expenses, to the Purchaser.
The Chairman further stated that the Company proposes to enter into
an inducement letter (the "Letter") with the Authority and the purchaser named
therein in connection with the issuance of the Bonds or the Refunding Bonds.
Thereupon after full and complete discussion, on motion duly made
and seconded, it was unanimously
RESOLVED, that the proper officers of this Company be, and
they hereby are, authorized and directed to enter into the Contract,
the Agreement and the Letter in such form as may be acceptable to
them, provided that the initial interest rate on the Bonds or the
Refunding Bonds not exceed 9% and the compensation paid to the
Purchaser not exceed 3% of the issuance; and further
RESOLVED, that the proper officers of this Company be, and
they hereby are, authorized and directed to take such further action
and do all other things as they or any one of them shall deem
necessary or desirable in connection with the Agreement, the
Contract and the Letter or otherwise in connection with the
adjustment of the interest rate on the Bonds or the remarketing of
the Bonds or the purchase of the Refunding Bonds by the Purchaser.
The Chairman then stated that one or more insurance companies may
insure the payment of principal and interest on certain types of Debt
Securities, Bonds or Refunding Bonds 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, Bonds or Refunding Bonds, 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.
PUBLIC SERVICE COMPANY OF OKLAHOMA
POWER OF ATTORNEY
Each of the undersigned directors or officers of PUBLIC SERVICE
COMPANY OF OKLAHOMA, an Oklahoma 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 $200,000,000 aggregate principal amount
of its Debt Securities, including up to $200,000,000 of new indebtedness,
comprised of unsecured promissory notes in one or more new series, each series
to have a maturity not exceeding 50 years, does hereby appoint MICHAEL G.
MORRIS, SUSAN TOMASKY, ARMANDO A. PENA and STEPHEN P. SMITH 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 30th day of March, 2004.
_/s/ Michael G. Morris________ ____________________________
Michael G. Morris L.S. Robert P. Powers L.S.
_/s/ Jeffrey D. Cross_______ _/s/ Thomas V. Shockley III_
Jeffrey D. Cross L.S. Thomas V. Shockley, III L.S.
____________________________ _/s/ Stephen P. Smith_______
Henry W. Fayne L.S. Stephen P. Smith L.S.
_/s/ Thomas M. Hagan________ _/s/ Susan Tomasky__________
Thomas M. Hagan L.S. Susan Tomasky L.S.
_/s/ Armando A. Pena________
Armando A. Pena L.S.