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 April 23, 2003, at which meeting a quorum of the Board
of Directors of said Company was present and voting throughout. I further
certify that said resolutions have not been altered, amended or rescinded, and
that they are presently in full force and effect.
GIVEN under my hand this 23rd day of May, 2003.
/s/ Thomas G. Berkemeyer
-------------------------
Assistant Secretary
AMERICAN ELECTRIC POWER COMPANY, INC.
April 23, 2003
The Chairman outlined a proposed financing program and the
desirability of the Company for (i) filing a shelf registration statement with
the Securities and Exchange Commission for the issuance, from time to time, of
up to an aggregate $3 billion of debt or equity securities, (ii) issuing, from
time to time, equity securities, debt securities and/or trust preferred
securities pursuant to that shelf registration statement, and (iii) issuing,
from time to time, privately placed debt securities. The Chairman further
indicated that the proposed financing authorization would be in addition to the
authorization to issue securities in the amount of $3 billion approved by
resolutions dated April 23, 2002, of which approximately $324 million remains.
Thereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, that the preparation, execution, delivery
and filing with the Securities and Exchange Commission (the
"SEC") under the Securities Act of 1933, as amended (the "1933
Act"), of a Registration Statement on Form S-3 of the Company
and one or more trusts controlled by the Company (the
"Trusts") (this Registration Statement as it may hereafter be
amended, together with all exhibits filed therewith, is herein
called the "Registration Statement",
and the prospectus forming a part thereof is herein called the
"Prospectus") for the registration for public offering from
time to time of securities of the Company and the Trusts (the
"Securities"), as shall result in gross proceeds to the
Company of $3 billion (or the equivalent thereof in one or
more foreign currencies or one or more currency units), is
hereby authorized, ratified and approved, with such changes
therein and amendments (including post-effective amendments)
thereto as the Proper Officers (as defined below) of the
Company, shall approve, such approval to be conclusively
evidenced by such filing; and further
RESOLVED, that the Securities referred to in the
preceding paragraph shall consist of:
(i) senior debt securities, including medium term
notes, (the "Senior Debt Securities") and subordinated debt
securities (the "Subordinated Debt Securities" and, together
with the Senior Debt Securities, the "Debt Securities"), to be
issued from time to time in one or more series (a) separately,
(b) as part of Stock Purchase Units (as defined below), (c) to
any Trust in exchange for Trust Preferred Securities (as
defined below), in each case, under a new indenture or the
Indenture dated as of May 1, 2001, by and between the Company
and The Bank of New York, as trustee (the "Trustee"), to be
amended or supplemented, if required, by one or more
amendments or supplemental indentures, as the case may be, to
be entered into by and between the Company and the trustee
(collectively, the "Indenture"); and that the Debt Securities
may be convertible (as such, the "Convertible Debt
Securities") into shares of Common Stock (as defined below);
(ii) trust preferred securities (the "Trust
Preferred Securities") to be issued from
time to time by one or more of the Trusts
(a) separately or (b) as part of Stock
Purchase Units under one or more Amended and
Restated Declarations of Trust as shall be
filed as exhibits to the Registration
Statement; and that the Trust Preferred
Securities may be convertible (as such, the
"Convertible Trust Preferred Securities")
into shares of Common Stock;
(iii)guarantees by the Company of the obligations
under the Trust Preferred Securities (the "Guarantees") and
back-up undertakings;
(iv) shares of common stock, par value $6.50 per
share, of the Company (the "Common Stock"), to be issued from
time to time (a) separately, (b) upon the conversion of Debt
Securities, (c) upon the conversion of Trust Preferred
Securities, (d) upon settlement of Stock Purchase Contracts
(as defined below), or (e) upon settlement of Stock Purchase
Units;
(v) stock purchase contracts (the "Stock
Purchase Contracts") under which the holder,
upon settlement, will purchase shares of
Common Stock, to be issued from time to time
in one or more series (a) separately or (b)
as part of a Stock Purchase Unit;
(vi) stock purchase units (the "Stock Purchase
Units"), consisting of (a) a Stock Purchase
Contract and (b) any of a Debt Security, a
Trust Preferred Security or a debt
obligation of a third party, to be issued
from time to time in one or more series; and
further
RESOLVED, that the Chairman of the Board, the Vice
Chairman, the President, the Vice President, the Treasurer or
Assistant Treasurer of the Company (each, a "Proper Officer")
are each hereby authorized, in the name of and on behalf of
the Company, to cause to be prepared, to execute or to cause
any Proper Officer, to execute and, when executed, to cause to
be filed with the SEC in such form as any Proper Officer or
such other officer may deem necessary or desirable, any and
all amendments (including post-effective amendments) and
supplements to the Registration Statement and the Prospectus,
and any exhibits or other documents related thereto or
required in connection therewith, as the Proper Officer
executing the same shall approve, such approval to be
conclusively evidenced by such execution and filing thereof;
and that each such Proper Officer is hereby authorized to take
any and all such further action in connection therewith as
such officer may deem necessary or desirable in order that the
Registration Statement may become and remain effective and in
order that the Prospectus shall be kept current; and further
RESOLVED, that, if determined to be advisable at a
later date, each Proper Officer be, and hereby is, authorized
in the name of and on behalf of the Company, to cause to be
prepared, to execute or to cause any Proper Officer, to
execute and, when executed, to cause to be filed with the SEC,
a registration statement on Form S-3 (including exhibits and
other documents related thereto) pursuant to Rule 462(b) under
the 1933 Act covering the registration of additional
Securities, and such additional Securities shall constitute
Securities for all purposes of these resolutions; and further
RESOLVED, that the execution, filing and other such
actions as are necessary to cause the Trusts to join with the
Company in executing and filing the Registration Statement for
the purpose of registering under the 1933 Act for sale from
time to time of Securities offered to the public by the
Company pursuant to the Registration Statement by any Proper
Officer or any duly appointed other officer or agent of the
Company acting upon the
instructions of any Proper Officer be, and hereby is,
authorized, ratified and approved; and further
RESOLVED, that each of the Company's Chief Financial
Officer and Chief Accounting Officer be, and hereby is,
authorized and directed, in the name of and on behalf of the
Company and the Trusts, to act as an attorney-in-fact for the
Company and the Trusts, with full power to act and with full
power of substitution and resubstitution, to sign the
Registration Statement, any and all amendments (including
post-effective amendments) and supplements to the Registration
Statement or the 462(b) registration statement referred to in
the second preceding resolution, together with any exhibits or
other documents related thereto or required in connection
therewith, in the name of and on behalf of the Company and the
Trusts, and to file the same or cause the same to be filed
with the SEC, with full power and authority to do and perform
every act which such attorney-in-fact may deem necessary or
desirable in connection therewith; and further
RESOLVED, that any Proper Officer is hereby
authorized to approve and effect the issuance and sale of one
or more series of Debt Securities or Trust Preferred
Securities, other than Convertible Debt Securities and
Convertible Trust Preferred Securities, and, in connection
therewith, to determine and approve any terms, conditions and
other provisions of such Securities, as such Proper Officer
shall deem to be in the best interests of the Company, subject
to the limitation that such terms, conditions and other
provisions shall not be inconsistent with those contained in
(i) any applicable order of the SEC approving the issuance of
Securities under the Public Utility Holding Company Act of
1935, and (ii) the Indenture; and further
RESOLVED, that, subject to the limitations stated in
these resolutions, any Proper Officer or any duly appointed
other officer of the Company acting upon the instructions of a
Proper Officer be, and hereby is, authorized to approve the
form of any company order or supplemental indenture relating
to any series of Debt Securities, if such Proper Officer shall
deem such company order or supplemental indenture to be
required, with such changes therein as any Proper Officer may
approve, such approval to be conclusively evidenced by
execution and delivery of any such company order or
supplemental indenture by such Proper Officer; that any Proper
Officer or any duly appointed other officer of the Company
acting upon the instructions of any Proper Officer is hereby
authorized to approve the form of any Debt Securities; that
any Proper Officer is hereby authorized to execute and
deliver, in the name of and on behalf of the Company, Debt
Securities of each series in the amount thereof and with such
terms as shall have been determined by the Proper Officer
pursuant to these resolutions; that the signature of each of
such officers may be done by facsimile or manually; that Debt
Securities bearing the manual or facsimile signatures of
individuals who were at any time a Proper Officer or a duly
appointed other officer acting upon the instructions of a
Proper Officer shall bind the Company, notwithstanding that
such individuals or any of them may cease to hold such offices
prior to the execution, authentication and delivery of such
Debt Securities; that any Proper Officer or a duly appointed
other officer of the Company acting upon the instructions of
the Proper Officer hereby is authorized to deliver or cause to
be delivered the Debt Securities of each issue for
authentication and delivery in the principal amount thereof as
shall have been determined by the Proper Officer and in
accordance with the terms of the Indenture and the
underwriting agreement relating to such securities; that, upon
the authentication of the Debt Securities, such Trustee will
be authorized to deliver such Debt Securities as instructed by
any Proper Officer or a duly appointed other officer acting
upon the instructions of any Proper Officer; and that any
Proper Officer is hereby authorized to take any and all
actions necessary or desirable, in the name of and on behalf
of the Company, to enable the Company to meet its obligations
under the Indenture and the note or notes representing the
Debt Securities which are issued; and further
RESOLVED, that any Proper Officer or any duly
appointed other officer or agent of the Company acting upon
the instructions of any Proper Officer be, and hereby is,
authorized to cause such actions and the execution and filing
of such instruments as are necessary to form one or more
Trusts under the laws of the State of Delaware for the purpose
of issuing Trust Preferred Securities; and be it further
RESOLVED, that each Trust heretofore or hereinafter
established may issue and sell to the public or to the
Company, and the Company may purchase from any Trust and sell
to the public, Trust Preferred Securities, on terms and
conditions as are set forth in an Amended and Restated
Declaration of Trust related to such Trust Preferred
Securities, and in doing so, the Company shall (i) subscribe
for all common beneficial interests in such Trust for an
aggregate contribution amount to be determined by a Proper
Officer and (ii) cause such Trust to issue, sell and deliver
Trust Preferred Securities in an amount to be determined by a
Proper Officer; and further
RESOLVED, that any Proper Officer is hereby
authorized to appoint any one or more qualified banks or trust
companies, having their principal offices in the United States
and having a combined capital and surplus of at least
$50,000,000 as such Proper Officer deems appropriate, as (i)
Delaware trustee and property trustee under the Amended and
Restated Declaration of Trust for each Trust, (ii) trustee
with respect to the Guarantees issued by the Company relating
to the Trust Preferred
Securities and (iii) transfer agent and registrar for the
Trust Preferred Securities of each Trust; and further
RESOLVED, that, subject to the limitations stated in
these resolutions, any Proper Officer is hereby authorized to
approve the form of any Guarantee relating to any series of
Trust Preferred Securities, with such changes therein as any
Proper Officer may approve, such approval to be conclusively
evidenced by execution and delivery of any such Guarantee by
such Proper Officer; that any Proper Officer is hereby
authorized to approve the form of any Guarantee; that any
Proper Officer is hereby authorized to execute and deliver, in
the name of and on behalf of the Company, a Guarantee in an
amount sufficient to guarantee the obligations of a Trust in
connection with the issuance by such Trust of Trust Preferred
Securities; that the signature of each of such officers may be
done by facsimile or manually; that Guarantees bearing the
manual or facsimile signatures of individuals who were at any
time a Proper Officer shall bind the Company, notwithstanding
that such individuals or any of them may cease to hold such
offices prior to the execution, authentication and delivery of
such Guarantees; and that any Proper Officer is hereby
authorized to take any and all actions necessary or desirable,
in the name of and on behalf of the Company, to enable the
Company to meet its obligations under the Guarantees which are
issued.
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 the Securities, there was to be filed with the SEC
a Power of Attorney, dated April 23, 2003, executed by the officers and
directors of this Company appointing true and lawful attorneys to act in
connection with the filing of such Registration Statement(s) (including any
Registration Statement on Form S-3 pursuant to Rule 462(b) under the 1933 Act
covering the registration of additional securities) 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 (including any
Registration Statement on Form S-3 pursuant to Rule 462(b)
under the 1933 Act covering the registration of additional
securities) for the registration pursuant to the applicable
provisions of the Securities Act of 1933, as amended, of
Securities of the Company and the Trusts as shall result in
gross proceeds to the Company of $3 billion (or the equivalent
thereof in one or more foreign currencies or one or more
currency units); and
WHEREAS, in connection with said Registration
Statement(s), there is to be filed with the SEC a Power of
Attorney, dated April 23, 2003, executed by certain of the
officers and directors of this Company appointing E. Linn
Draper, Jr., Susan Tomasky, Armando A. Pena and Geoffrey S.
Chatas, or any one of them, their true and lawful attorneys,
with the powers and authority set forth in said Power of
Attorney;
NOW, THEREFORE, BE IT
RESOLVED, that each and every one of said officers
and directors be, and they hereby are, authorized to execute
said Power of Attorney; and further
RESOLVED, that any and all action hereafter taken by
any of said named attorneys under said Power of Attorney be,
and the same hereby is, ratified and confirmed and that said
attorneys shall have all the powers conferred upon them and
each of them by said Power of Attorney; and further
RESOLVED, that said Registration Statement(s) and any
amendments thereto, hereafter executed by any of said
attorneys under said Power of Attorney be, and the same hereby
are, ratified and confirmed as legally binding upon this
Company to the same extent as if the same were executed by
each said officer and director of this Company personally and
not by any of said attorneys.
The Chairman advised the meeting as to the desirability of
preserving a committee of the Board of Directors for the purpose of authorizing
the amount, pricing and issuance of the Company's Securities that are Common
Stock, Stock Purchase Contracts, Stock Purchase Units, Convertible Debt
Securities and Convertible Trust Preferred Securities, which committee should
consist of no less than three members of the Board of Directors.
Thereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, that, E. L. Draper, Jr., Donald M. Carlton,
John P. DesBarres and Linda Gillespie Stuntz continue their
service as members of the pricing committee of the Board of
Directors (the "Pricing Committee") which shall have and may
exercise, to the fullest extent permitted by law, the full
authority and power of the Board of Directors to take any and
all actions which the Board of Directors could take in
approving the issuance and establishing the aggregate amount
or number (which shall not exceed the dollar amount remaining
for offering and sale, plus any additional amount available
for offering and sale pursuant to Rule 462(b) under the
Securities Act of 1933), terms and related provisions of any
Securities that are Common Stock, Stock Purchase Contracts,
Stock Purchase Units, Convertible Debt Securities and
Convertible Trust Preferred Securities within the meaning of
these resolutions, as amended, including, but not limited to
(i) the number of shares of Common Stock and the
number of Stock Purchase Units and Convertible Trust
Preferred Securities and the amount of Convertible Debt
Securities to be offered and sold;
(ii) the purchase price therefor to be paid by any
underwriters and the initial public offering price thereof;
(iii) the conversion price of any Convertible Debt
Securities or Convertible Trust Preferred Securities and the
related conversion ratio;
(iv) the settlement rate (including any formula for
determining the same) of Stock Purchase Contracts that are
part of Stock Purchase Units; and
(v) the interest rate or distribution rate on, and
the maturity date and redemption provisions of, any Debt
Securities or Trust Preferred Securities that are a component
of Stock Purchase Units and if Trust Preferred Securities are
such a component, the corresponding terms of any Debt
Securities acquired by a Trust; and further
RESOLVED, subject to the immediately preceding
resolutions, which hereby reserve to the Pricing Committee the
power to determine the matters enumerated in clauses (i)
through (v) thereof and other related pricing terms, the
Pricing Committee, to the extent permitted by applicable law,
is hereby authorized, by resolution or unanimous consent of
the Pricing Committee to authorize any Proper Officer (as
defined in the prior Resolutions) to determine the other
terms, conditions and provisions of the Securities to be
offered and sold and to do or cause to be done all such acts
and things and to execute any and all such further agreements,
instruments, documents or certificates as they may deem
necessary or advisable in order to effect the purposes and
intent of the foregoing resolutions; and that the execution by
officers of any such agreements, instruments, documents or
certificates or the doing by them of any act in connection
with the foregoing matters shall conclusively establish the
authority therefor from the Company and the approval and
certification, as the case may be, by the Company of the
agreements, instruments, documents or certificates so executed
and the action so taken.
The Chairman explained that, with respect to the issuance of
up to $3 billion of Debt Securities through one or more agents under a medium
term note program, the Company could enter into a Selling Agency Agreement with
securities dealers yet to be determined.
Thereupon, upon motion duly made and seconded, it was
unanimously
RESOLVED, that each Proper Officer be, and 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 each Proper Officer of the Company be,
and hereby is, 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 further explained that with respect to the
issuance of Securities, it would be advisable for the Board to authorize the
appropriate officers of the Company to take such other action as may be
necessary to issue the Securities.
Thereupon, upon motion duly made and seconded, it was
unanimously
RESOLVED, that, subject to the limitations stated in
these resolutions, any Proper Officer be, and hereby is,
authorized to approve the terms, conditions and other
provisions of any agency agreement, underwriting agreement,
selling agreement, remarketing agreement or such other similar
agreements between the Company and the agents, underwriters or
dealers, as the case may be, to be named therein
(collectively, the "Underwriting Agreements"), providing for,
among other things, the sale of any Debt Securities or Trust
Preferred Securities authorized by these resolutions by or to
such agents, underwriters or dealers, as the case may be or
the remarketing thereof; and any Proper Officer is hereby
authorized, in the name of and on behalf of the Company, to
execute and deliver such Underwriting Agreements, with such
changes therein, if any, as the officer executing the same may
approve, such approval to be conclusively evidenced by such
execution and delivery; and further
RESOLVED, that it is desirable and in the best
interest of the Company that the Securities authorized by
these resolutions be qualified and registered for sale in
various jurisdictions; that any Proper Officer or a duly
appointed other officer acting upon the instructions of any
Proper Officer is hereby authorized to determine the
jurisdiction in which appropriate action shall be taken to
qualify or register for sale all or such part of such
Securities as such officers may deem necessary or advisable;
that such officers hereby are authorized to perform, in the
name of and 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 states, 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 that 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 any Proper Officer or any duly
appointed other officer of the Company acting upon the
instructions of any Proper Officer be, and hereby is,
authorized, to apply to any securities exchange if such
application is determined to be in the best interests of the
Company by such Proper Officer, which determination shall be
conclusively evidenced by the filing of such application with
such exchange, for the listing of the aggregate amount of
Securities authorized by these resolutions (or the equivalent
thereof in one or more foreign currencies or one or more
currency units), and to cause to be prepared, to execute and,
when executed, to cause to be filed with such exchange a
listing application or applications with respect thereto and
any agreements or other documents required in connection
therewith, in the name of and on behalf of the Company, to
make such changes in any of the same as may be necessary to
conform with the requirements for listing, and to appear, if
requested, before the officials of such exchange and to make
all appropriate registrations or applications under any
applicable securities laws, and further
RESOLVED, that the form of any indemnity agreement
required by any such exchange in connection with any such
listing application in respect of the Securities is hereby
approved and any Proper Officer, or a duly appointed other
officer acting upon the instructions of any Proper Officer, is
hereby authorized to execute and deliver an agreement in such
form, and that the facsimile signatures to be employed as the
signatures to be affixed to the Securities authorized by these
resolutions, in the name of and on behalf of the Company, are
hereby approved, such approval to be conclusively evidenced by
such execution and delivery.
The Chairman then stated that one or more insurance companies
or other institutions may insure the payment of principal and interest on
certain types of Debt Securities as such payments become due or provide other
methods of credit enhancement pursuant to a financial guaranty insurance or
other policy or agreement ("Insurance Agreement"). 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, each Proper Officer be, and
hereby is, authorized to execute and deliver on behalf of the
Company one or more Insurance Agreements with an insurance
company or other institution of his or her
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 each Proper Officer be, and hereby is,
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
Agreement.
The Chairman then stated that it may be advisable to issue
Debt Securities and/or Trust Preferred Securities to one or more private
investors. The Chairman recommended that the Board authorize the appropriate
officers to issue such Securities to that class of investors.
Thereupon, after discussion, on motion duly made and seconded,
it was unanimously
RESOLVED, that any Proper Officer of the Company is
hereby authorized, directed and empowered in the name and on
behalf of the Company, to execute, file and deliver any
document, including any amendments, modifications or
supplements thereto, required for the Company to issue Debt
Securities and/or Trust Preferred Securities to one or more
private investors (the "Private Debt Securities"), including,
by way of illustration and not by way of limitation, the
following:
(i) determine from time to time the number of series,
rates, terms and principal amount of the Private Debt
Securities to be sold and issued up to such aggregate
principal amount;
(ii) enter into an indenture, company order or
similar instrument for the Private Debt Securities, including
modifications or supplements thereto and to appoint agents
thereunder;
(iii) enter into a trust agreement for the Private
Debt Securities, including any amendments, modifications or
supplements thereto and to appoint a trustee under such trust
agreement;
(iv) enter into underwriting, distribution, purchase
or similar agreements for the Private Debt Securities,
including any amendments, modifications or supplements
thereto;
(v) appoint attorneys-in-fact to act on behalf of any
of the officers or directors of the Company in connection with
the issuance and sale of the Private Debt Securities;
(vi) determine the compensation to be paid, if any,
for arranging the sale of the Private Debt Securities;
(vii) take all actions necessary or desirable under
the securities or Blue Sky laws of the various states relating
to the Private Debt Securities;
(viii) prepare, execute and deliver all instruments
(manually, electronically or by facsimile), which may be
executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and
the same instrument.
The Chairman advised the meeting that it was proposed to
designate independent counsel for the successful bidder or bidders and/or agents
of the Company for the new series of Debt Securities proposed to be issued and
sold in connection with the proposed financing program of the Company.
Thereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, that Dewey Ballantine LLP be, and said firm
hereby is, designated as independent counsel for the
successful bidder or bidders and/or agents of the Company for
the new series of Debt Securities of this Company proposed to
be issued and sold in connection with the proposed financing
program of this Company.
The Chairman stated that it may be desirable to enter into one
or more treasury hedge agreements, such as a treasury lock agreement, treasury
put option or interest rate collar agreement ("Treasury Hedge Agreements") to
protect against future interest rate movements in connection with the issuance
of the Debt Securities or Trust Preferred Securities. He recommended that the
Board authorize the appropriate officers of the Company to enter into one or
more Treasury Hedge Agreements, provided that the amount covered by any Treasury
Hedge Agreement would not exceed the principal amount of Debt Securities or
Trust Preferred Securities the Company anticipates offering and that the term of
such Treasury Hedge Agreement will not exceed 90 days.
Thereupon, it was, on motion duly made and seconded,
unanimously
RESOLVED, that the Proper Officers of this Company
be, and each of them hereby is, authorized to execute and
deliver in the name and on behalf of this Company, one or more
Treasury Hedge Agreements in such form as shall be approved by
the officer executing the same, such execution to be
conclusive evidence of such approval, provided that the amount
covered by any Treasury Hedge Agreement would not exceed the
principal amount of Debt Securities or Trust Preferred
Securities the Company anticipates offering and that the term
of such Treasury Hedge Agreement will not exceed 90 days; and
further
RESOLVED, that the Proper Officers of the Company be,
and they hereby are, authorized to execute and deliver such
other documents and instruments, and to do such other acts
and things, that in their judgment may be necessary or
desirable in connection with the transactions authorized in
the foregoing resolutions.
The Chairman stated that it may be desirable to enter into one
or more interest rate management agreements, such as interest rate swaps, caps,
collars, floors, options, structured notes or similar products or transactions
involving the purchase and sale, including short sales, of U.S. Treasury
obligations ("Interest Rate Management Agreements"), in each case to manage and
minimize interest costs. The transactions will be for a fixed period and a
stated principal amount and may be for underlying fixed or variable obligations
of the Company. He recommended that the Board authorize the appropriate officers
of the Company to enter into one or more Interest Rate Management Agreements,
provided that any fixed rate of interest under any Interest Rate Management
Agreement will not exceed by more than 3.0% the yield to maturity on United
States Treasury obligations of comparable maturity at the time of execution of
the Interest Rate Management Agreement and any initial interest rate under any
variable rate Interest Rate Management Agreement will not exceed 10% per annum.
Thereupon, it was, on motion duly made and seconded,
unanimously
RESOLVED, that the Proper Officers of this Company
be, and each of them hereby is, authorized to execute and
deliver in the name and on behalf of this Company, one or more
Interest Rate Management Agreements in such form as shall be
approved by the officer executing the same, such execution to
be conclusive evidence of such approval, provided that any
fixed rate of interest under any Interest Rate Management
Agreement will not exceed by more than 3.0% the yield to
maturity on United States Treasury obligations of comparable
maturity at the time of execution of the Interest Rate
Management Agreement and any initial interest rate under any
variable rate Interest Rate Management Agreement will not
exceed 10% per annum; and further
RESOLVED, that the proper officers of the Company be,
and they hereby are, authorized to execute and deliver such
other documents and instruments, and to do such other acts and
things, that in their judgment may be necessary or desirable
in connection with the transactions authorized in the
foregoing resolutions; and further
RESOLVED, that, subject to the limitations stated in
these resolutions, any Proper Officer and any duly appointed
other officer of the Company acting upon the instructions of
any Proper Officer is hereby authorized to do or cause to be
done all such acts and things and to execute any and all such
further agreements, instruments, documents or certificates as
they may deem necessary or advisable in order to effect the
purposes and intent of the foregoing resolutions; and that the
execution by officers of any such agreements, instruments,
documents or certificates or the doing by them, if any, of any
act in connection with the foregoing matters shall
conclusively
establish the authority therefor from the Company and the
approval and certification, as the case may be, by the Company
of the agreements, instruments, documents or certificates so
executed and the action so taken; and be it further
RESOLVED, that all actions taken and expenses
incurred by any Proper Officer and any duly appointed other
officer acting upon the instructions of any Proper Officer of
the Company heretofore in furtherance of any of the actions
authorized by the foregoing resolutions are hereby expressly
ratified, confirmed, adopted and approved; and further
RESOLVED, that, subject to the limitations stated in
these resolutions, any other resolution necessary and
desirable to carry out the intent of the foregoing resolutions
may be adopted by any one of the Proper Officers, upon advice
of counsel, by having said Proper Officer direct such
resolution to be placed in the Company's minute book and such
resolution shall be deemed a part of the foregoing resolutions
as of the date hereof.
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 (the "Act"), one or more Registration
Statements (including any Registration Statement on Form S-3 pursuant to Rule
462(b) under the Act covering the registration of addition securities) 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 or her true and lawful attorneys, and each of
them his or her true and lawful attorney, with power to act without the others,
and with full power of substitution or resubstitution, to execute for him or her
and in his or her name said Registration Statement(s) (including any
Registration Statement on Form S-3 pursuant to Rule 462(b) under the Act
covering the registration of addition securities) 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 April, 2003.
/s/ E. R. Brooks /s/ Leonard J. Kujawa
- ------------------------- ----------------------------
E. R. Brooks Leonard J. Kujawa
/s/ Donald M. Carlton /s/ Richard L. Sandor
- ------------------------- ----------------------------
Donald M. Carlton Richard L. Sandor
/s/ John P. DesBarres /s/ Thomas V. Shockley, III
- ------------------------- ----------------------------
John P. DesBarres Thomas V. Shockley, III
/s/ E. Linn Draper, Jr. /s/ Donald G. Smith
- ------------------------- ----------------------------
E. Linn Draper, Jr. Donald G. Smith
/s/ Robert W. Fri /s/ Linda Gillespie Stuntz
- ------------------------- ----------------------------
Robert W. Fri Linda Gillespie Stuntz
/s/ William R. Howell
- ------------------------- ----------------------------
William R. Howell Kathryn D. Sullivan
/s/ Lester A. Hudson, Jr.
- -------------------------
Lester A. Hudson, Jr.