Exhibit 24
AMERICAN ELECTRIC POWER COMPANY, INC.
I, Thomas G. Berkemeyer, Assistant Secretary of AMERICAN ELECTRIC POWER
COMPANY, INC., 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 January 23, 2002, 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that said resolutions have not been altered, amended or rescinded, and that they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 ____ day of February, 2002.
/s/ Thomas G. Berkemeyer
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Assistant Secretary
AMERICAN ELECTRIC POWER COMPANY, INC.
Board of Directors
January 23, 2002
The Chairman stated that, in connection with the contemplated filing with
the SEC of one or more Registration Statements relating to the proposed issuance
and sale of up to $3,000,000,000 of securities by or for the benefit of the
Company, including but not limited to long-term debt (which may be convertible
into other securities of the Company), preferred securities, stock purchase
contracts and/or common stock of the Company (collectively, "Securities"), there
was to be filed with the SEC a Power of Attorney, dated January 23, 2002,
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
$3,000,000,000 aggregate amount of Securities; and
WHEREAS, in connection with said Registration Statement(s), there is
to be filed with the SEC a Power of Attorney, dated January 23, 2002,
executed by certain of the officers and directors of this Company
appointing E. Linn Draper, Jr., Susan Tomasky, Armando A. Pena and Geoffrey
S. Chatas, or any one of them, their true and lawful attorneys, with the
powers and authority set forth in said Power of Attorney;
NOW, THEREFORE, BE IT
RESOLVED, that each and every one of said officers and directors be,
and they hereby are, authorized to execute said Power of Attorney; and
further
RESOLVED, that any and all action hereafter taken by any of said named
attorneys under said Power of Attorney be, and the same hereby is, ratified
and confirmed and that said attorneys shall have all the powers conferred
upon them and each of them by said Power of Attorney; and further
RESOLVED, that said Registration Statement(s) and any amendments
thereto, hereafter executed by any of said attorneys under said Power of
Attorney be, and the same hereby are, ratified and confirmed as legally
binding upon this Company to the same extent as if the same were executed
by each said officer and director of this Company personally and not by any
of said attorneys.
Exhibit 24
AMERICAN ELECTRIC POWER COMPANY, INC.
POWER OF ATTORNEY
Each of the undersigned directors or officers of AMERICAN ELECTRIC POWER
COMPANY, INC., a New York 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 $3,000,000,000 aggregate amount of its
securities, does hereby appoint E. LINN DRAPER, JR., SUSAN TOMASKY, ARMANDO A.
PENA and GEOFFREY S. CHATAS 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 signed these presents this 23rd
day of January, 2002.
/s/ E. R. Brooks /s/ Leonard J. Kujawa
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E. R. Brooks Leonard J. Kujawa
/s/ Donald M. Carlton /s/ James L. Powell
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Donald M. Carlton James L. Powell
/s/ John P. DesBarres /s/ Richard L. Sandor
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John P. DesBarres Richard L. Sandor
/s/ E. Linn Draper, Jr. /s/ Thomas V. Shockley, III
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E. Linn Draper, Jr. Thomas V. Shockley, III
/s/ Robert W. Fri /s/ Donald G. Smith
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Robert W. Fri Donald G. Smith
/s/ William R. Howell /s/ Linda Gillespie Stuntz
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William R. Howell Linda Gillespie Stuntz
/s/ Lester A. Hudson, Jr. /s/ Kathryn D. Sullivan
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Lester A. Hudson, Jr. Kathryn D. Sullivan