| x | ANNUAL      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934 |
|---|------------------------------------------------------------------------------------------------|

|   | For      the fiscal year ended December 31,2009 |
|--------|-------------------------------------------------|

| o | TRANSITION      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934 |
|---|----------------------------------------------------------------------------------------------------|

|   | For      the transition period from __________  to_________ |
|--------|-------------------------------------------------------------|

| CommissionFile Number |   | Registrants;      States of Incorporation;Address and TelephoneNumber |                                                                                                                                       | I.R.S.      EmployerIdentification Nos. |
|-----------------------|--------|-----------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------|
|                  | 1-3525 |                                                                  | American Electric Power      Company, Inc. (A New York Corporation)                                                                        |                                    | 13-4922640 |
|                  | 1-3457 |                                                                  | Appalachian Power      Company (A Virginia Corporation)                                                                                    |                                    | 54-0124790 |
|                  | 1-2680 |                                                                  | Columbus Southern Power      Company (An Ohio Corporation)                                                                                 |                                    | 31-4154203 |
|                  | 1-3570 |                                                                  | Indiana Michigan Power      Company (An Indiana Corporation)                                                                               |                                    | 35-0410455 |
|                  | 1-6543 |                                                                  | Ohio Power      Company (An Ohio Corporation)                                                                                              |                                    | 31-4271000 |
|                  | 0-343  |                                                                  | Public Service Company      of Oklahoma (An Oklahoma Corporation)                                                                          |                                    | 73-0410895 |
|                  | 1-3146 |                                                                  | Southwestern Electric      Power Company (A Delaware Corporation)1      Riverside Plaza, Columbus, Ohio 43215Telephone      (614) 716-1000 |                                    | 72-0323455 |

| Indicate      by check mark if the registrants American Electric Power Company, Inc.,      Appalachian Power Company and Ohio Power Company, is each a well-known      seasoned issuer, as defined in Rule 405 on the Securities    Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                | Yes  x                                                                                                                                                                                                                                                                                                                                            | No.  o |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                        |             |
| Indicate      by check mark if the registrants Columbus Southern Power Company, Indiana      Michigan Power Company, Public Service Company of Oklahoma and      Southwestern Electric Power Company, are well-known seasoned issuers, as      defined in Rule 405 on the Securities Act.                                                                                                                                                                                                                                                                                                                                                                                               | Yes  o                                                                                                                                                                                                                                                                                                                                            | No.  x |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                        |             |
| Indicate      by check mark if the registrants are not required to file reports pursuant      to Section 13 or Section 15(d) of the Exchange Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   Yes  o                                                                                                                                                                                                                                                                                                                                | No.  x |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                        |             |
| Indicate      by check mark whether the registrants (1) have filed all reports required      to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934      during the preceding 12 months (or for such shorter period that the      registrants were required to file such reports), and (2) have been subject      to such filing requirements for the past 90 days.                                                                                                                                                                                                                                                                                                  | Yes  x                                                                                                                                                                                                                                                                                                                                            | No.  o |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                        |             |
| Indicate      by check mark whether American Electric Power Company, Inc. has submitted      electronically and posted on its corporate Web site, if any, every      Interactive Data File required to be submitted and posted pursuant to Rule      405 of Regulation S-T (232.405 of this chapter) during the preceding 12      months (or for such shorter period that the registrant was required to      submit and post such files).                                                                                                                                                                                                                                         | Yes  x                                                                                                                                                                                                                                                                                                                                            | No.  o |
| Indicate      by check mark whether Appalachian Power Company, Columbus Southern Power      Company, Indiana Michigan Power Company, Ohio Power Company, Public      Service Company of Oklahoma and Southwestern Electric Power Company have      submitted electronically and posted on its corporate Web site, if any,      every Interactive Data File required to be submitted and posted pursuant      to Rule 405 of Regulation S-T (232.405 of this chapter) during the      preceding 12 months (or for such shorter period that the registrants were      required to submit and post such files).                                                                       | Yes  o                                                                                                                                                                                                                                                                                                                                            | No.  o |
| Indicate      by check mark if disclosure of delinquent filers with respect to      Appalachian Power Company, Ohio Power Company, Public Service Company of      Oklahoma or Southwestern Electric Power Company pursuant to Item 405 of      Regulation S-K (229.405 of this chapter) is not contained herein, and will      not be contained, to the best of registrant’s knowledge, in definitive      proxy or information statements of Appalachian Power Company, Ohio Power      Company, Public Service Company of Oklahoma or Southwestern Electric Power      Company incorporated by reference in Part III of this Form 10-K or any      amendment to this Form 10-K. | x                                                                                                                                                                                                                                                                                                                                                           |             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                        |             |
| Indicate      by check mark whether American Electric Power Company, Inc. is a large      accelerated filer, an accelerated filer, a non-accelerated filer or a      smaller reporting company.  See definitions of ‘large      accelerated filer’, ‘accelerated filer’ and ‘smaller reporting company’ in      Rule 12b-2 of the Exchange Act.  (Check One)                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                        |             |
| Large accelerated      filer                                           x                                                                                                                                                                                                                                                                                                                                                                                    | Accelerated      filer                                                      o |
| Non-accelerated      filer                                                  o (Do not check if      a smaller reporting company)                                                                                                                                                                                                                                                                                                                            | Smaller      reporting      company                                      o                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                        |             |
| Indicate      by check mark whether Appalachian Power Company, Columbus Southern Power      Company, Indiana Michigan Power Company, Ohio Power Company, Public      Service Company of Oklahoma and Southwestern Electric Power Company are      large accelerated filers, accelerated filers, non-accelerated filers or      smaller reporting companies.  See definitions of ‘large      accelerated filer’, ‘accelerated filer’ and ‘smaller reporting company’ in      Rule 12b-2 of the Exchange Act.  (Check One)                                                                                                        |                                                                                                                                                                                                                                                                                                                                                        |             |
| Large      accelerated      filer                                           o                                                                                                                                                                                                                                                                                                                                                                                    | Accelerated      filer                                                      o |
| Non-accelerated      filer                                                 x (Do not check if      a smaller reporting company)                                                                                                                                                                                                                                                                                                                                  | Smaller      reporting      company                                      o                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                        |             |
| Indicate      by check mark if the registrants are shell companies, as defined in Rule      12b-2 of the Exchange Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Yes  o                                                                                                                                                                                                                                                                                                                                            | No.  x |

|  Registrant                           |   |  Title of each class                |   | Name      of each exchangeon      which registered |
|--------------------------------------------|--------|------------------------------------------|--------|----------------------------------------------------|
| American      Electric Power Company, Inc. |   | Common      Stock, $6.50 par value       |   | New      York Stock Exchange                       |
| Appalachian      Power Company             |   | None                                     |   |                                               |
| Columbus      Southern Power Company       |   | None                                     |   |                                               |
| Indiana      Michigan Power Company        |   | 6%      Senior Notes, Series D, Due 2032 |   | New      York Stock Exchange                       |
| Ohio      Power Company                    |   | None                                     |   |                                               |
| Public      Service Company of Oklahoma    |   | 6%      Senior Notes, Series B, Due 2032 |   | New      York Stock Exchange                       |
| Southwestern      Electric Power Company   |   | None                                     |   |                                               |

| Registrant                                 |   | Title of each class                                            |
|--------------------------------------------|--------|----------------------------------------------------------------|
| American      Electric Power Company, Inc. |   | None                                                           |
| Appalachian      Power Company             |   | 4.50%      Cumulative Preferred Stock, Voting, no par value    |
| Columbus      Southern Power Company       |   | None                                                           |
| Indiana      Michigan Power Company        |   | None                                                           |
| Ohio      Power Company                    |   | 4.50%      Cumulative Preferred Stock, Voting, $100 par value  |
| Public      Service Company of Oklahoma    |   | None                                                           |
| Southwestern      Electric Power Company   |   | 4.28%      Cumulative Preferred Stock, Voting, $100 par value  |
|                                       |   | 4.65%      Cumulative Preferred Stock, Voting, $100 par value  |
|                                       |   | 5.00%      Cumulative Preferred Stock, Voting, $100 par  value |

|                                       |   | Aggregate market value of      voting and non-voting common equity held by non-affiliates of the      registrantsas of      June 30, 2009, the last trading date of the registrants’ most recently      completed second fiscal quarter |   |  Number      of shares of common stock outstanding of the registrants atDecember      31, 2009 |
|--------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------|
| American      Electric Power Company, Inc. |   | $13,810,991,818                                                                                                                                                                                                                               |   | 478,054,407                                                                                         |
|                                       |   |                                                                                                                                                                                                                                          |   | ($6.50      par value)                                                                              |
| Appalachian      Power Company             |   | None                                                                                                                                                                                                                                          |   | 13,499,500                                                                                          |
|                                       |   |                                                                                                                                                                                                                                          |   | (no      par value)                                                                                 |
| Columbus      Southern Power Company       |   | None                                                                                                                                                                                                                                          |   | 16,410,426                                                                                          |
|                                       |   |                                                                                                                                                                                                                                          |   | (no      par value)                                                                                 |
| Indiana      Michigan Power Company        |   | None                                                                                                                                                                                                                                          |   | 1,400,000                                                                                           |
|                                       |   |                                                                                                                                                                                                                                          |   | (no      par value)                                                                                 |
| Ohio      Power Company                    |   | None                                                                                                                                                                                                                                          |   | 27,952,473                                                                                          |
|                                       |   |                                                                                                                                                                                                                                          |   | (no      par value)                                                                                 |
| Public      Service Company of Oklahoma    |   | None                                                                                                                                                                                                                                          |   | 9,013,000                                                                                           |
|                                       |   |                                                                                                                                                                                                                                          |   | ($15      par value)                                                                                |
| Southwestern      Electric Power Company   |   | None                                                                                                                                                                                                                                          |   | 7,536,640                                                                                           |
|                                       |   |                                                                                                                                                                                                                                          |   | ($18      par value)                                                                                |

----

|   Description                                                                                                 | Part      of Form 10-KInto      Which Document Is Incorporated |
|-------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------|
|                                                                                                                    |                                                           |
| Portions      of Annual Reports of the following companies forthe      fiscal year ended December 31, 2009:             | Part      II                                                   |
| American Electric Power Company,      Inc.                                                                              |                                                           |
| Appalachian Power      Company                                                                                          |                                                           |
| Columbus Southern Power      Company                                                                                    |                                                           |
| Indiana Michigan Power      Company                                                                                     |                                                           |
| Ohio PowerCompany                                                                                                       |                                                           |
| Public Service Company of      Oklahoma                                                                                 |                                                           |
| Southwestern Electric Power      Company                                                                                |                                                           |
|                                                                                                                    |                                                           |
| Portions      of Proxy Statement of American Electric Power Company, Inc. for 2009      Annual Meeting of Shareholders. | Part      III                                                  |
|                                                                                                                    |                                                           |
| Portions      of Information Statements of the following companies for 2009 Annual      Meeting of Shareholders:        | Part      III                                                  |
| Appalachian Power      Company                                                                                          |                                                           |
| Ohio PowerCompany                                                                                                       |                                                           |
| Public Service Company of      Oklahoma                                                                                 |                                                           |
| Southwestern Electric Power      Company                                                                                |                                                           |

----

| ItemNumber    |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|---------------|----------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|          | Glossary      of Terms           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|          | Forward-Looking      Information |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| PART      I   |
| 1             |                             | Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|          |                             | General                                                                                                                                                                                                       |  |
|          |                             | Utility      Operations                                                                                                                                                                                       |  |
|          |                             | AEP      River      Operations                                                                                                                                                                                |  |
|          |                             | Generation      and      Marketing                                                                                                                                                                            |  |
| 1             | A                                | Risk      Factors                                                                                                                                                                              |  |
| 1             | B                                | Unresolved      Staff      Comments                                                                                                                                                            |  |
| 2             |                             | Properties                                                                                                                                                                                     |   |
|          |                             | Generation      Facilities                                                                                                                                                                                         |   |
|          |                             | Transmission      and Distribution      Facilities                                                                                                                                                                 |   |
|          |                             | Titles                                                                                                                                                                                                             |   |
|          |                             | System      Transmission Lines and Facility      Siting                                                                                                                                                            |   |
|          |                             | Construction      Program                                                                                                                                                                                          |   |
|          |                             | Potential      Uninsured      Losses                                                                                                                                                                               |   |
| 3             |                             | Legal      Proceedings                                                                                                                                                                         |   |
| 4             |                             | Submission      Of Matters To A Vote Of Security      Holders                                                                                                                                  |   |
|          |                             | Executive      Officers of the      Registrant                                                                                                                                                                |   |
| PART      II  |
| 5             |                             | Market      For Registrants’ Common Equity, Related Stockholder Matters And      Issuer Purchases Of Equity Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
| 6             |                             | Selected      Financial      Data                                                                                                                                                              |   |
| 7             |                             | Management’s      Discussion And Analysis Of Financial Condition And Results      Of    Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
| 7             | A                                | Quantitative      And Qualitative Disclosures About Market      Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| 8             |                             | Financial      Statements And Supplementary      Data                                                                                                                                          |   |
| 9             |                             | Changes      In And Disagreements With Accountants On Accounting And      Financial Disclosure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
| 9             | A                                | Controls      And      Procedures                                                                                                                                                              |   |
| 9             | B                                | Other      Information                                                                                                                                                                         |   |
| PART      III |
| 10            |                             | Directors,      Executive Officers and Corporate      Governance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
| 11            |                             | Executive      Compensation                                                                                                                                                                    |   |
| 12            |                             | Security      Ownership Of Certain Beneficial Owners and Management And Related      Stockholder Matters                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
| 13            |                             | Certain      Relationships and Related Transactions, And Director Independence                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
| 14            |                             | Principal      Accounting Fees And      Services                                                                                                                                               |   |
| PART      IV  |
| 15            |                             | Exhibits      and Financial Statement      Schedules                                                                                                                                           |   |
|          |                             | Financial      Statements                                                                                                                                                                                               |   |
|          |                             | Signatures                                                                                                                                                                                                              |   |
|          |                             | Exhibit      Index                                                                                                                                                                                                      |   |

----

| Abbreviation or Acronym         | Definition                                                                                                                                                                                                                                                                               |
|---------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| AECC                            | Arkansas      Electric Cooperative Corporation, an unaffiliated    corporation                                                                                                                                                                                                           |
| AEGCo                           | AEP      Generating Company, an electric utility subsidiary of  AEP                                                                                                                                                                                                                      |
| AEP      or parent              | American      Electric Power Company, Inc.                                                                                                                                                                                                                                               |
| AEP      East companies         | APCo,      CSPCo, I&M, KPCo and OPCo                                                                                                                                                                                                                                                 |
| AEP      Power Pool             | APCo,      CSPCo, I&M, KPCo and OPCo, as parties to the Interconnection      Agreement                                                                                                                                                                                               |
| AEP      River Operations  | AEP’s      inland river transportation subsidiary, AEP River Operations LLC (formerly      AEP MEMCO LLC), operating primarily on the Ohio, Illinois, and lower      Mississippi rivers                                                                                            |
| AEPSC                           | American      Electric Power Service Corporation, a service company subsidiary of      AEP                                                                                                                                                                                               |
| AEP      System or the System   | The      American Electric Power System, an integrated electric utility system,      owned and operated by AEP’s electric utility  subsidiaries                                                                                                                                    |
| AEP      West companies         | PSO,      SWEPCo, TCC and TNC                                                                                                                                                                                                                                                            |
| AEP      Utilities              | AEP      Utilities, Inc., a subsidiary of AEP, formerly, Central and South West      Corporation                                                                                                                                                                                         |
| AFUDC                           | Allowance      for funds used during construction (the net cost of borrowed funds, and a      reasonable rate of return on other funds, used for construction under      regulatory accounting)                                                                                          |
| ALJ                             | Administrative      law judge                                                                                                                                                                                                                                                            |
| APCo                            | Appalachian      Power Company, a public utility subsidiary of AEP                                                                                                                                                                                                                       |
| APSC                            | Arkansas      Public Service Commission                                                                                                                                                                                                                                                  |
| Buckeye                         | Buckeye      Power, Inc., an unaffiliated corporation                                                                                                                                                                                                                                    |
| CAA                             | Clean      Air Act                                                                                                                                                                                                                                                                       |
| CAAA                            | Clean      Air Act Amendments of 1990                                                                                                                                                                                                                                                    |
| CCS                             | Carbon      capture and storage technology                                                                                                                                                                                                                                               |
| CERCLA                          | Comprehensive      Environmental Response, Compensation and Liability Act of    1980                                                                                                                                                                                                     |
| CO2                        | Carbon      dioxide and other greenhouse gases                                                                                                                                                                                                                                           |
| Cook      Plant                 | The      Donald C. Cook Nuclear Plant, owned by I&M, and located near Bridgman,      Michigan                                                                                                                                                                                        |
| CSPCo                           | Columbus      Southern Power Company, a public utility subsidiary of  AEP                                                                                                                                                                                                                |
| CSW                             | Central      and South West Corporation, a public utility holding company that merged      with AEP in June 2000.                                                                                                                                                                        |
| CSW      Operating Agreement    | Agreement,      dated January 1, 1997, as amended, originally by and among PSO, SWEPCo,      TCC and TNC, currently by and between PSO and SWEPCO governing generating      capacity allocation.  AEPSC acts as the agent for the      parties.                                |
| DOE                             | United      States Department of Energy                                                                                                                                                                                                                                                  |
| DP&L                        | The      Dayton Power and Light Company, an unaffiliated utility      company                                                                                                                                                                                                            |
| Duke      Ohio                  | Duke      Energy Ohio, Inc.                                                                                                                                                                                                                                                              |
| EMF                             | Electric      and Magnetic Fields                                                                                                                                                                                                                                                        |
| EPA                             | United      States Environmental Protection Agency                                                                                                                                                                                                                                       |
| EPACT                           | The      Energy Policy Act of 2005                                                                                                                                                                                                                                                       |
| ERCOT                           | Electric      Reliability Council of Texas                                                                                                                                                                                                                                               |
| ESP                             | Electric      Security Plans, filed with the PUCO, pursuant to the Ohio      Amendments                                                                                                                                                                                                  |
| ETEC                            | East      Texas Electric Cooperative                                                                                                                                                                                                                                                     |
| FERC                            | Federal      Energy Regulatory Commission                                                                                                                                                                                                                                                |
| Fitch                           | Fitch      Ratings, Inc.                                                                                                                                                                                                                                                                 |
| FPA                             | Federal      Power Act                                                                                                                                                                                                                                                                   |
| I&M                         | Indiana      Michigan Power Company, a public utility subsidiary of  AEP                                                                                                                                                                                                                 |
| IGCC                            | Integrated      Gasification Combined Cycle                                                                                                                                                                                                                                              |
| Interconnection      Agreement  | Agreement,      dated July 6, 1951, as amended, by and among APCo, CSPCo, I&M, KPCo      and OPCo, defining the sharing of costs and benefits associated with their      respective generating plants                                                                                |
| IURC                            | Indiana      Utility Regulatory Commission                                                                                                                                                                                                                                               |
| KgPCo                           | Kingsport      Power Company, a public utility subsidiary of AEP                                                                                                                                                                                                                         |
| KPCo                            | Kentucky      Power Company, a public utility subsidiary of AEP                                                                                                                                                                                                                          |
| KPSC                            | Kentucky      Public Service Commission                                                                                                                                                                                                                                                  |
| Lawrenceburg      Plant         | A      1,146 MW gas-fired unit owned by AEGCo and located near Lawrenceburg,      Indiana                                                                                                                                                                                                |
| LLWPA                           | Low-Level      Waste Policy Act of 1980                                                                                                                                                                                                                                                  |
| LPSC                       | Louisiana      Public Service Commission                                                                                                                                                                                                                                                 |
| MISO                            | Midwest      Independent Transmission System Operator                                                                                                                                                                                                                                    |
| Moody’s                   | Moody’s      Investors Service, Inc.                                                                                                                                                                                                                                               |
| MW                              | Megawatt                                                                                                                                                                                                                                                                                 |
| NOx                        | Nitrogen      oxide                                                                                                                                                                                                                                                                      |
| NPC                             | National      Power Cooperatives, Inc., an unaffiliated corporation                                                                                                                                                                                                                      |
| NRC                             | Nuclear      Regulatory Commission                                                                                                                                                                                                                                                       |
| NSR      Consent Decree         | The      2007 settlement with the Federal EPA, the United States Department of      Justice, certain states and special interest groups that ended the      litigation which had alleged that APCo, CSPCo, I&M and OPCo violated      the new source review requirements of the CAA. |
| OASIS                           | Open      Access Same-time Information System                                                                                                                                                                                                                                            |
| OATT                            | Open      Access Transmission Tariff, filed with FERC                                                                                                                                                                                                                                    |
| OCC                             | Corporation      Commission of the State of Oklahoma                                                                                                                                                                                                                                     |
| Ohio      Act                   | Ohio      electric restructuring legislation                                                                                                                                                                                                                                             |
| Ohio      Amendments            | Amendments      to the Ohio Act adopted in April 2008 which required electric utilities to      adjust their rates by filing an ESP with the PUCO                                                                                                                                        |
| OPCo                            | Ohio      Power Company, a public utility subsidiary of AEP                                                                                                                                                                                                                              |
| OSS                             | Off-system      sales                                                                                                                                                                                                                                                                    |
| OVEC                            | Ohio      Valley Electric Corporation, an electric utility company in which AEP and      CSPCo together own a 43.47% equity interest                                                                                                                                                     |
| PJM                             | PJM      Interconnection, L.L.C., a regional transmission    organization                                                                                                                                                                                                                |
| PM                              | Particulate      Matter                                                                                                                                                                                                                                                                  |
| PSO                             | Public      Service Company of Oklahoma, a public utility subsidiary of      AEP                                                                                                                                                                                                         |
| PUCO                            | Public      Utilities Commission of Ohio                                                                                                                                                                                                                                                 |
| PUCT                            | Public      Utility Commission of Texas                                                                                                                                                                                                                                                  |
| RCRA                            | Resource      Conservation and Recovery Act of 1976, as amended                                                                                                                                                                                                                          |
| REP                             | Texas      retail electricity provider                                                                                                                                                                                                                                                   |
| Rockport      Plant             | A      generating plant owned and partly leased by AEGCo and I&M (two 1,300      MW, coal-fired) located near Rockport, Indiana                                                                                                                                                      |
| ROE                             | Return      on Equity                                                                                                                                                                                                                                                                    |
| RTO                             | Regional      Transmission Organization                                                                                                                                                                                                                                                  |
| SEC                             | Securities      and Exchange Commission                                                                                                                                                                                                                                                  |
| S&P                         | Standard      & Poor’s Ratings Service                                                                                                                                                                                                                                         |
| SO2                        | Sulfur      dioxide                                                                                                                                                                                                                                                                      |
| SPP                             | Southwest      Power Pool                                                                                                                                                                                                                                                                |
| SWEPCo                          | Southwestern      Electric Power Company, a public utility subsidiary of  AEP                                                                                                                                                                                                            |
| TA                              | Transmission      Agreement dated April 1, 1984 by and among APCo, CSPCo, I&M, KPCo and      OPCo, which allocates costs and benefits in connection with the operation      of transmission assets                                                                                   |
| TCA                             | Transmission      Coordination Agreement dated January 1, 1997, restated and amended, as      approved by FERC in 2002, by and among, PSO, SWEPCo, TNC and AEPSC, in      connection with the operation of the transmission assets of the three      public utility subsidiaries         |
| TCC                             | AEP      Texas Central Company, formerly Central Power and Light Company, a public      utility subsidiary of AEP                                                                                                                                                                        |
| Texas      Act                  | Texas      electric restructuring legislation                                                                                                                                                                                                                                            |
| TNC                             | AEP      Texas North Company, formerly West Texas Utilities Company, a public      utility subsidiary of AEP                                                                                                                                                                             |
| TVA                             | Tennessee      Valley Authority                                                                                                                                                                                                                                                          |
| VSCC                            | Virginia      State Corporation Commission                                                                                                                                                                                                                                               |
| WPCo                            | Wheeling      Power Company, a public utility subsidiary of AEP                                                                                                                                                                                                                          |
| WVPSC                           | West      Virginia Public Service Commission                                                                                                                                                                                                                                             |

----

| · | The      economic climate and growth in, or contraction within, our service      territory and changes in market demand and demographic      patterns.                                                                                                                                                                                                                                                        |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| · | Inflationary      or deflationary interest rate trends.                                                                                                                                                                                                                                                                                                                                                       |
| · | Volatility      in the financial markets, particularly developments affecting the      availability of capital on reasonable terms and developments impairing our      ability to finance new capital projects and refinance existing debt at      attractive rates.                                                                                                                                          |
| · | The      availability and cost of funds to finance working capital and capital      needs, particularly during periods when the time lag between incurring      costs and recovery is long and the costs are material.                                                                                                                                                                                        |
| · | Electric      load and customer growth.                                                                                                                                                                                                                                                                                                                                                                       |
| · | Weather      conditions, including storms, and our ability to recover significant storm      restoration costs through applicable rate mechanisms.                                                                                                                                                                                                                                                            |
| · | Available      sources and costs of, and transportation for, fuels and the      creditworthiness and performance of fuel suppliers and      transporters.                                                                                                                                                                                                                                                     |
| · | Availability      of necessary generating capacity and the performance of our generating      plants.                                                                                                                                                                                                                                                                                                         |
| · | Our      ability to recover I&M’s Donald C. Cook Nuclear Plant Unit 1      restoration costs through warranty, insurance and the regulatory      process.                                                                                                                                                                                                                                           |
| · | Our      ability to recover regulatory assets and stranded costs in connection with      deregulation.                                                                                                                                                                                                                                                                                                        |
| · | Our      ability to recover increases in fuel and other energy costs through      regulated or competitive electric rates.                                                                                                                                                                                                                                                                                    |
| · | Our      ability to build or acquire generating capacity, including the Turk Plant,      and transmission line facilities (including our ability to obtain any      necessary regulatory approvals and permits) when needed at acceptable      prices and terms and to recover those costs (including the costs of      projects that are cancelled) through applicable rate cases or competitive      rates. |
| · | New      legislation, litigation and government regulation, including requirements      for reduced emissions of sulfur, nitrogen, mercury, carbon, soot or      particulate matter and other substances or additional regulation of flyash      and similar combustion products that could impact the continued operation      and cost recovery of our plants.                                              |
| · | Timing      and resolution of pending and future rate cases, negotiations and other      regulatory decisions (including rate or other recovery of new investments      in generation, distribution and transmission service and environmental      compliance).                                                                                                                                              |
| · | Resolution      of litigation (including our dispute with Bank of  America).                                                                                                                                                                                                                                                                                                                                  |
| · | Our      ability to constrain operation and maintenance costs.                                                                                                                                                                                                                                                                                                                                                |
| · | Our      ability to develop and execute a strategy based on a view regarding prices      of electricity, natural gas and other energy-related      commodities.                                                                                                                                                                                                                                               |
| · | Changes      in the creditworthiness of the counterparties with whom we have      contractual arrangements, including participants in the energy trading      market.                                                                                                                                                                                                                                         |
| · | Actions      of rating agencies, including changes in the ratings of    debt.                                                                                                                                                                                                                                                                                                                                 |
| · | Volatility      and changes in markets for electricity, natural gas, coal, nuclear fuel      and other energy-related commodities.                                                                                                                                                                                                                                                                            |
| · | Changes      in utility regulation, including the implementation of ESPs and related      regulation in Ohio and the allocation of costs within regional      transmission organizations, including PJM and SPP.                                                                                                                                                                                              |
| · | Accounting      pronouncements periodically issued by accounting standard-setting      bodies.                                                                                                                                                                                                                                                                                                                |
| · | The      impact of volatility in the capital markets on the value of the      investments held by our pension, other postretirement benefit plans and      nuclear decommissioning trust and the impact on future funding      requirements.                                                                                                                                                                  |
| · | Prices      and demand for power that we generate and sell at    wholesale.                                                                                                                                                                                                                                                                                                                                   |
| · | Changes      in technology, particularly with respect to new, developing or alternative      sources of generation.                                                                                                                                                                                                                                                                                           |
| · | Other      risks and unforeseen events, including wars, the effects of terrorism      (including increased security costs), embargoes and other catastrophic      events.                                                                                                                                                                                                                                     |

----

| Description                           |   | AEP System(a)       |       |   | APCo   |   |      | CSPCo  |   |   | I&M   |   |
|---------------------------------------|--------|---------------------|------------|--------|--------|--------|-----------|--------|--------|--------|-----------|--------|
|                                  |   | (in      thousands) |       |
| UTILITY      OPERATIONS:              |   |                |       |   |   |   |      |   |   |   |      |   |
| Retail      Sales                     |   |                |       |   |   |   |      |   |   |   |      |   |
| Residential      Sales                |   | $                   | 4,405,000  |   |   | $      | 1,022,942 |   |   | $      | 749,623   |   |   | $ | 265,428 |   |
| Commercial      Sales                 |   |                | 3,171,000  |   |   |   | 493,297   |   |   |   | 715,727   |   |   |   | 352,821 |   |
| Industrial      Sales                 |   |                | 2,630,000  |   |   |   | 598,631   |   |   |   | 265,403   |   |   |   | 368,109 |   |
| PJM      Net Charges                  |   |                | (7,000     | )      |   |   | (777      | )      |   |   | (1,893    | )      |   |   | (1,918 | ) |
| Provision      for Rate Refund        |   |                | 1,000      |   |   |   | 197       |   |   |   | -         |   |   |   | - |   |
| Other      Retail Sales               |   |                | 191,000    |   |   |   | 68,123    |   |   |   | 6,341     |   |   |   | 6,572 |   |
| Total      Retail                     |   |                | 10,391,000 |   |   |   | 2,182,413 |   |   |   | 1,735,201 |   |   |   | 991,012 |   |
| Wholesale                             |   |                |       |   |   |   |      |   |   |   |      |   |   |   |   |   |
| Off-System      Sales                 |   |                | 1,617,000  |   |   |   | 386,534   |   |   |   | 186,759   |   |   |   | 485,440 |   |
| Transmission                          |   |                | 232,000    |   |   |   | (47       | )      |   |   | (1,520    | )      |   |   | 11,698 |   |
| Total      Wholesale                  |   |                | 1,849,000  |   |   |   | 386,487   |   |   |   | 185,239   |   |   |   | 497,138 |   |
| Other      Electric Revenues          |   |                | 385,000    |   |   |   | 35,594    |   |   |   | 13,898    |   |   |   | 197,158 |   |
| Other      Operating Revenues         |   |                | 108,000    |   |   |   | 8,772     |   |   |   | 3,022     |   |   |   | 193,422 |   |
| Sales      to Affiliates              |   |                | -          |   |   |   | 263,389   |   |   |   | 67,213    |   |   |   | 306,294 |   |
| Total      Utility Operating Revenues |   |                | 12,733,000 |   |   |   | 2,876,655 |   |   |   | 2,004,573 |   |   |   | 2,185,024 |   |
| OTHER                                 |   |                | 756,000    |   |   |   | -         |   |   |   | -         |   |   |   | - |   |
| TOTAL      REVENUES                   |   | $                   | 13,489,000 |   |   | $      | 2,876,655 |   |   | $      | 2,004,573 |   |   | $ | 2,185,024 |   |

| (a) | Includes      revenues of other subsidiaries not shown.  Intercompany      transactions have been eliminated for the year ended December 31,      2009. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Description                           |   | OPCo                |      |   | PSO    |   |      | SWEPCo |   |
|---------------------------------------|--------|---------------------|-----------|--------|--------|--------|-----------|--------|--------|
|                                  |   | (in      thousands) |      |
| UTILITY      OPERATIONS:              |   |                |      |   |   |   |      |   |   |
| Retail      Sales                     |   |                |      |   |   |   |      |   |   |
| Residential      Sales                |   | $                   | 637,838   |   |   | $      | 441,743   |   |   | $ | 423,987 |   |
| Commercial      Sales                 |   |                | 424,982   |   |   |   | 295,817   |   |   |   | 366,616 |   |
| Industrial      Sales                 |   |                | 608,614   |   |   |   | 197,605   |   |   |   | 238,224 |   |
| PJM      Net Charges                  |   |                | (2,180    | )      |   |   | -         |   |   |   | - |   |
| Provision      for Rate Refund        |   |                | -         |   |   |   | (1,599    | )      |   |   | 2,591 |   |
| Other      Retail Sales               |   |                | 10,140    |   |   |   | 64,695    |   |   |   | 7,658 |   |
| Total      Retail                     |   |                | 1,679,394 |   |   |   | 998,261   |   |   |   | 1,039,076 |   |
| Wholesale                             |   |                |      |   |   |   |      |   |   |   |   |   |
| Off-System      Sales                 |   |                | 235,321   |   |   |   | 32,809    |   |   |   | 215,640 |   |
| Transmission                          |   |                | (3,847    | )      |   |   | 28,571    |   |   |   | 42,740 |   |
| Total      Wholesale                  |   |                | 231,474   |   |   |   | 61,380    |   |   |   | 258,380 |   |
| Other      Electric Revenues          |   |                | 30,389    |   |   |   | 15,373    |   |   |   | 17,600 |   |
| Other      Operating Revenues         |   |                | 12,570    |   |   |   | 3,980     |   |   |   | 44,928 |   |
| Sales      to Affiliates              |   |                | 1,057,747 |   |   |   | 45,756    |   |   |   | 29,318 |   |
| Total      Utility Operating Revenues |   |                | 3,011,574 |   |   |   | 1,124,750 |   |   |   | 1,389,302 |   |
| OTHER                                 |   |                | -         |   |   |   | -         |   |   |   | - |   |
| TOTAL      REVENUES                   |   | $                   | 3,011,574 |   |   | $      | 1,124,750 |   |   | $ | 1,389,302 |   |

|                       | Moody’s         | S&P        | Fitch                 |
|----------------------------|-----------------------|----------------|-----------------------|
|  Company              | Senior      Unsecured |  Outlook* | Senior      Unsecured |  Outlook* | Senior      Unsecured |  Outlook* |
| AEP                        | Baa2                  | N              | BBB                   | S | BBB | S |
| AEP      Short Term Rating | P-2                   | N              | A-2                   | S | F-2 | S |
| APCo                       | Baa2                  | S              | BBB                   | S | BBB | S |
| CSPCo                      | A3                    | S              | BBB                   | S | A- | S |
| I&M                    | Baa2                  | S              | BBB                   | S | BBB | S |
| OPCo                       | Baa1                  | S              | BBB                   | S | BBB+ | S |
| PSO                        | Baa1                  | S              | BBB                   | S | BBB+ | S |
| SWEPCo                     | Baa3                  | S              | BBB                   | S | BBB+ | N |

| Clean      Water Act Requirements |
|-----------------------------------|

| Coal      Ash Regulation |
|--------------------------|

| Global      Warming |
|---------------------|

| ·   | Litigation      with the federal and/or certain state governments and certain special      interest groups regarding regulated air emissions and/or whether emissions      from coal-fired generating plants cause or contribute to global warming.      See Management’s      Financial Discussion and Analysis of Results of Operations under      the heading entitled Litigation - Environmental Litigation      and Note 6 to the consolidated financial statements entitled Commitments, Guarantees and      Contingencies, included in the 2009 Annual Reports, for further      information. |
|--------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | CERCLA,      which imposes costs for environmental remediation upon owners and previous      owners of sites, as well as transporters and generators of hazardous      material disposed of at such sites.  See Note 6 to the      consolidated financial statements entitled Commitments, Guarantees and      Contingencies, included in the 2009 Annual Reports, under the      heading entitled The      Comprehensive Environmental Response Compensation and Liability Act      (Superfund) and State      Remediation for further information. |
|--------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Historical      and Projected Environmental Investments |   |
|---------------------------------------------------------|--------|
|                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                    |   | 2007 |   |   | 2008 |   |   | 2009 |   |   | 2010 |   |   | 2011 |   |   | 2012 |   |
|                                                    |   | Actual |   |   | Actual |   |   | Actual |   |   | Estimate |   |   | Estimate |   |   | Estimate |   |
| (in      thousands)                                     |   |
| Total      AEP System*                                  |   | $ | 994,100 |   |   | $ | 886,800 |   |   | $ | 457,200 |   |   | $ | 321,700 |   |   | $ | 233,900 |   |   | $ | 405,600 |   |
| APCo                                                    |   |   | 351,900 |   |   |   | 361,200 |   |   |   | 191,900 |   |   |   | 127,000 |   |   |   | 57,600 |   |   |   | 16,200 |   |
| CSPCo                                                   |   |   | 130,000 |   |   |   | 162,800 |   |   |   | 73,800 |   |   |   | 76,600 |   |   |   | 20,600 |   |   |   | 39,000 |   |
| I&M                                                 |   |   | 9,300 |   |   |   | 22,400 |   |   |   | 19,600 |   |   |   | 10,100 |   |   |   | 800 |   |   |   | 1,600 |   |
| OPCo                                                    |   |   | 481,700 |   |   |   | 311,800 |   |   |   | 151,000 |   |   |   | 67,500 |   |   |   | 49,400 |   |   |   | 39,300 |   |
| PSO                                                     |   |   | 1,500 |   |   |   | 5,000 |   |   |   | 1,000 |   |   |   | 1,700 |   |   |   | 15,200 |   |   |   | 59,800 |   |
| SWEPCo                                                  |   |   | 14,300 |   |   |   | 12,000 |   |   |   | 10,700 |   |   |   | 30,400 |   |   |   | 64,800 |   |   |   | 143,900 |   |

| *  | Includes      expenditures of the subsidiaries shown and other subsidiaries not shown.      The figures reflect construction expenditures, not investments in      subsidiary companies.  Excludes discontinued      operations. |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|    |  Peak      Demand(MW) |  Member-LoadRatio      (%) |
|---------|----------------------------|---------------------------------|
| APCo    | 8,308                      | 35.6                            |
| CSPCo   | 4,209                      | 18.0                            |
| I&M | 4,245                      | 18.2                            |
| KPCo    | 1,674                      |   7.2                 |
| OPCo    | 4,901                      | 21.0                            |

|    | 2007                | 2008      | 2009      |
|---------|---------------------|-----------|-----------|
|    | (in      thousands) |
| APCo    | $454,800            | $575,300  | $668,700  |
| CSPCo   | 173,000             | 233,200   | 257,600   |
| I&M | (93,200)            | (153,000) | (100,900) |
| KPCo    | 41,200              | 65,000    | 31,600    |
| OPCo    | (575,800)           | (720,500) | (857,000) |

|   | 2007                | 2008      | 2009      |
|--------|---------------------|-----------|-----------|
|   | (in      thousands) |
| PSO    | $(17,500)           | $(57,000) | $(22,762) |
| SWEPCo | 16,800              | 59,900    | 22,762    |

|                         | 2007   | 2008   | 2009 |
|------------------------------|--------|--------|------|
| Coal      and Lignite        | 85%    | 86%    | 88%  |
| Natural      Gas             | 6%     | 6%     | 6%   |
| Nuclear                      | 9%     | 8%     | 5%   |
| Hydroelectric      and other | <1% | <1% | 1%   |

|                                                               | 2007   | 2008   | 2009   |
|--------------------------------------------------------------------|--------|--------|--------|
| Total      coal delivered to AEP System plants (thousands of tons) | 72,644 | 77,054 | 75,909 |
| Average      price per ton of purchased coal                       | $36.65 | $47.14 | $49.54 |

| ·   | Type      of decommissioning plan selected; |
|--------------------|---------------------------------------------|

| ·   | Escalation      of various cost elements (including, but not limited to, general inflation      and the cost of energy); |
|--------------------|--------------------------------------------------------------------------------------------------------------------------|

| ·   | Further      development of regulatory requirements governing      decommissioning; |
|--------------------|-------------------------------------------------------------------------------------|

| ·   | Technology      available at the time of decommissioning differing significantly from that      assumed in studies; |
|--------------------|---------------------------------------------------------------------------------------------------------------------|

| ·   | Availability      of nuclear waste disposal facilities;and |
|--------------------|------------------------------------------------------------|

| ·   | Availability      of a DOE facility for permanent storage of spent nuclear    fuel. |
|--------------------|-------------------------------------------------------------------------------------|

|    | 2007                                      | 2008                            | 2009                                |
|---------|-------------------------------------------|---------------------------------|-------------------------------------|
|    | (in      thousands)                       |
| APCo    | $(25,000)                                 | $(29,000)                       | $(12,500)                           |
| CSPCo   |         51,900                  |          55,000  |    51,300            |
| I&M |  (34,600)                            |        (37,000)            |  (38,400)                      |
| KPCo    |            (800) |          (2,000) |         (8,800)           |
| OPCo    |          8,500             |         13,000        |           8,400 |

|   | 2007                    | 2008                    | 2009                    |
|--------|-------------------------|-------------------------|-------------------------|
|   | (in      thousands)     |
| PSO    |         $500  |  $8,200            | $11,000                 |
| SWEPCo |         (500) |  (8,200)           | (11,000)                |
| TCC    |        1,100       |         1,500 |         1,700 |
| TNC    | (1,100)                 |  (1,500)           |        (1,700)     |

| ·   | The      allocation of transmission costs and revenues  and |
|--------------------|-------------------------------------------------------------|

| ·   | The      allocation of third-party transmission costs and revenues and System      dispatch costs. |
|--------------------|----------------------------------------------------------------------------------------------------|

|    Jurisdiction |  Percentage of AEP System      RetailRevenues    (1) |    Percentage      of OSS Profits Shared with Ratepayers |  AEP      UtilitySubsidiaries      Operating in that Jurisdiction |   AuthorizedReturn on Equity      (2) |
|--------------------------------|-----------------------------------------------------------|-------------------------------------------------------------------------|------------------------------------------------------------------------|-------------------------------------------------|
|                           |                                                      |                                                                    |                                                                   |                                            |
| Ohio                           | 33%                                                       | No      sharing included in ESPs                                        | OPCo                                                                   | (3)                                             |
|                           |                                                      |                                                                    | CSPCo                                                                  | (3)                                             |
|                           |                                                      |                                                                    |                                                                   |                                            |
| Texas                          | 12%                                                       | Not      Applicable in ERCOT                                            | TCC      (4)                                                           | 9.96%                                           |
|                           |                                                      |                                                                    | TNC      (4)                                                           | 9.96%                                           |
|                           |                                                      | 90%      in SPP                                                         | SWEPCo                                                                 | 15.70%                                          |
|                           |                                                      |                                                                    |                                                                   |                                            |
| Virginia                       | 12%                                                       | 75%                                                                     | APCo                                                                   | 10.20%                                          |
|                           |                                                      |                                                                    |                                                                   |                                            |
| West      Virginia             | 10%                                                       | 100%                                                                    | APCo                                                                   | 10.50%                                          |
|                           |                                                      |                                                                    | WPCo                                                                   | 10.50%                                          |
|                           |                                                      |                                                                    |                                                                   |                                            |
| Oklahoma                       | 10%                                                       | 75%                                                                     | PSO                                                                    | 10.50%                                          |
|                           |                                                      |                                                                    |                                                                   |                                            |
| Indiana                        | 10%                                                       | 50%      after certain level (5)                                        | I&M                                                                | 10.50%                                          |
|                           |                                                      |                                                                    |                                                                   |                                            |
| Kentucky                       | 5%                                                        | 60%      to 70% after certain levels (6)                                | KPCo                                                                   | 10.50%                                          |
|                           |                                                      |                                                                    |                                                                   |                                            |
| Louisiana                      | 3%                                                        | 50%      to 100% after certain levels (7)                               | SWEPCo                                                                 | 10.57%                                          |
|                           |                                                      |                                                                    |                                                                   |                                            |
| Arkansas                       | 2%                                                        | 50%      to 100% after certain levels (8)                               | SWEPCo                                                                 | 10.25%                                          |
|                           |                                                      |                                                                    |                                                                   |                                            |
| Michigan                       | 2%                                                        | 100%      in one area, 0% in the other area                             | I&M                                                                | 13.00%                                          |
|                           |                                                      |                                                                    |                                                                   |                                            |
| Tennessee                      | 1%                                                        | Not      Applicable                                                     | Kingsport                                                              | 12.00%                                          |
|                           |                                                      |                                                                    |                                                                   |                                            |

| (1)   | Represents      the percentage of revenues from sales to retail customers from AEP utility      companies operating in each state to the total AEP System revenues from      sales to retail customers for the year ended December 31,      2009. |
|-----------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (2)   | Identifies      the predominant authorized return on equity and may not include other,      less significant, permitted recovery.  Actual return on equity      varies from authorized return onequity. |
|-----------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (3)   | CSPCo’s      and OPCo’s generation revenues are governed by its Electric Security Plans      (ESP) filed and approved by the PUCO.  Starting in April 2009,      the ESP became effective which authorized rate increases during the ESP      period, subject to caps that limit the rate increases for CSPCo to 7% in      2009, 6% in 2010 and 6% in 2011 and for OPCo to 8% in 2009, 7% in 2010 and      8% in 2011.  Some rate components and increases are exempt from      the cap limitations.  The ESP also provided for a fuel      adjustment clause for the three-year period of the ESP.  CSPCo      and OPCo provide distribution services at cost based rates approved by the      PUCO.  Transmission services are provided at OATT rates based on      rates established by the FERC. |
|-----------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (4)   | Operating      in the ERCOT region of Texas and consists of distribution and transmission      functions.  Generation operations were divested in compliance      with the Texas electricrestructuring. |
|-----------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (5)   | There      is an annual $37.5 million credit established for off-system sales in base      rates.  If the off-system sales profits exceed the amount built      into base rates, I&M reimburses ratepayers 50% of the      excess. |
|-----------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (6)   | There      is an annual $24.9 million credit established for off-system sales in base      rates.  If the monthly off-system sales profits do not meet the      monthly level built into base rates, ratepayers reimburse KPCo 70% of the      shortfall.  If the monthly off-system sales profits exceed the      monthly base amount built into base rates, KPCo reimburses ratepayers 70%      of the excess up to and including $30 million annually.  After      $30 million, the percentage drops to60%. |
|-----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (7)   | Below      $0.874 million, 100% is shared with customers; from $0.874 million to $1.3      million, 85% is shared with customers; above $1.3 million, 50% is shared      with customers. |
|-----------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (8)   | Below      $0.759 million, 100% is shared with customers; from $0.759 million to $1.2      million, 85% is shared with customers; above $1.2 million, 50% is shared      with customers. |
|-----------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | major      facility or equipment failure; |
|--------------------|-------------------------------------------|

| ·   | an      environmental event such as a serious spill or  release; |
|--------------------|------------------------------------------------------------------|

| ·   | fires,      floods, droughts, earthquakes, hurricanes or other natural      disasters; |
|--------------------|----------------------------------------------------------------------------------------|

| ·   | wars,      terrorist acts or threats and other catastrophic  events; |
|--------------------|----------------------------------------------------------------------|

| ·   | significant      health impairments or disease events,and; |
|--------------------|------------------------------------------------------------|

| ·   | other      serious operational problems. |
|--------------------|------------------------------------------|

| ·   | the      potential harmful effects on the environment and human health resulting      from the operation of nuclear facilities and the storage, handling and      disposal of radioactive materials such as spent nuclear    fuel; |
|--------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | limitations      on the amounts and types of insurance commercially available to cover      losses that might arise in connection with our nuclear      operations; |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | uncertainties      with respect to contingencies and assessment amounts if insurance coverage      is inadequate (federal law requires owners of nuclear units to purchase      the maximum available amount of nuclear liability insurance and      potentially contribute to the losses of others);  and, |
|--------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | uncertainties      with respect to the technological and financial aspects of decommissioning      nuclear plants at the end of their licensed  lives. |
|--------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | weather      conditions; |
|--------------------|--------------------------|

| ·   | outages      of major generation or transmissionfacilities; |
|--------------------|-------------------------------------------------------------|

| ·   | seasonality; |
|--------------------|--------------|

| ·   | power      usage; |
|--------------------|-------------------|

| ·   | illiquid      markets; |
|--------------------|------------------------|

| ·   | transmission      or transportation constraints orinefficiencies; |
|--------------------|-------------------------------------------------------------------|

| ·   | availability      of competitively priced alternative energy  sources; |
|--------------------|------------------------------------------------------------------------|

| ·   | demand      for energy commodities; |
|--------------------|-------------------------------------|

| ·   | natural      gas, crude oil and refined products, and coal production      levels; |
|--------------------|------------------------------------------------------------------------------------|

| ·   | natural      disasters, wars, embargoes and other catastrophic events;    and |
|--------------------|-------------------------------------------------------------------------------|

| ·   | federal,      state and foreign energy and environmental regulation and      legislation. |
|--------------------|-------------------------------------------------------------------------------------------|

| ·   | operator      error and breakdown or failure of equipment or  processes; |
|--------------------|--------------------------------------------------------------------------|

| ·   | operating      limitations that may be imposed by environmental or other regulatory      requirements; |
|--------------------|--------------------------------------------------------------------------------------------------------|

| ·   | labor      disputes; |
|--------------------|----------------------|

| ·   | fuel      supply interruptions caused by transportation constraints, adverse      weather, non-performance by our suppliers and other factors;      and |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | catastrophic      events such as fires, earthquakes, explosions, hurricanes, terrorism,      floods or other similaroccurrences. |
|--------------------|----------------------------------------------------------------------------------------------------------------------------------|

| Company                          |   | Stations |   | CoalMW |   |   | Natural      GasMW |   |   | NuclearMW |   |   | LigniteMW |   |   | HydroMW |   |   | OilMW  |   |   | TotalMW |   |
|----------------------------------|--------|----------|--------|--------|--------|--------|--------------------|--------|--------|-----------|--------|--------|-----------|--------|--------|---------|--------|--------|--------|--------|--------|---------|--------|
| AEGCo                            |   |     | 2      |   | (a)    |   |               | 1,310  |   |      |   | 1,186  |      |   |   |    |   |   |   |   |   |    |   |   |   |   |   | 2,496 |   |
| APCo                             |   |     | 17     |   | (b)(c) |   |               | 5,093  |   |      |   | 516    |      |   |   |    |   |   |   |   |   | 678     |   |   |   |   |   |   | 6,287 |   |
| CSPCo                            |   |     | 7      |   | (d)    |   |               | 2,378  |   |      |   | 1,357  |      |   |   |    |   |   |   |   |   |    |   |   |   | 3 |   |   |   | 3,738 |   |
| I&M                          |   |     | 9      |   | (a)    |   |               | 2,305  |   |      |   |   |      |   |   | 2,191   | (e)    |   |   |   |   |    | 15     |   |   |   |   |   |   |   | 4,511 |   |
| KPCo                             |   |     | 1      |   |   |   |               | 1,060  |   |      |   |   |      |   |   |    |   |   |   |   |   |    |   |   |   |   |   |   |   |   | 1,060 |   |
| OPCo                             |   |     | 8      |   | (b)(c) |   |               | 8,467  |   |      |   |   |      |   |   |    |   |   |   |   |   |    | 26     |   |   |   |   |   |   |   | 8,493 |   |
| PSO                              |   |     | 8      |   | (f)    |   |               | 1,026  |   |      |   | 3,552  |      |   |   |    |   |   |   |   |   |    |   |   |   |   | 25 |   |   |   | 4,603 |   |
| SWEPCo                           |   |     | 10     |   | (g)    |   |               | 1,848  |   |      |   | 2,152  |      |   |   |    |   |   |   | 850    |   |    |   |   |   |   |   |   |   |   |   | 4,850 |   |
| TNC                              |   |     | 6      |   | (f)(h) |   |               | 377    |   |      |   | 262    |      |   |   |    |   |   |   |   |   |    |   |   |   |   |   | 8 |   |   |   | 647 |   |
|                             |   |     |   |   |   |   |               |   |   |      |   |   |      |   |   |    |   |   |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |
| System      Totals               |   |     | 68     |   |   |   |               | 23,864 |   |      |   | 9,025  |      |   |   | 2,191   |   |   |   | 850    |   |    |   | 719 |   |   |   | 36 |   |   |   | 36,685 |   |
| Percentage      of System Totals |   |     |   |   |   |   |               | 65.0   |   |      |   | 24.6   |      |   |   | 6.0     |   |   |   | 2.3    |   |    |   | 2.0 |   |   |   | 0.1 |   |   |   |   |   |

| (a) | Unit      1 of the Rockport Plant is owned one-half by AEGCo and one-half by      I&M. Unit 2 of the Rockport Plant is leased one-half by AEGCo and      one-half by I&M. The leases terminate in 2022 unless      extended. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (b) | Unit      3 of the John E. Amos Plant is owned one-third by APCo and two-thirds by      OPCo. |
|-----|-----------------------------------------------------------------------------------------------|

| (c) | APCo      owns Units 1 and 3 and OPCo owns Units 2, 4 and 5 of Philip Sporn Plant,      respectively. |
|-----|-------------------------------------------------------------------------------------------------------|

| (d) | CSPCo      owns generating units in common with Duke Ohio and DP&L. Its      percentage ownership interest is reflected in this  table. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------|

| (e) | Cook      Unit 1 currently is not operating at the full capacity set forth      here.  For further information, see Cook Nuclear Plant      below. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (f) | PSO      and TNC, along with Oklahoma Municipal Power Authority and The Public      Utilities Board of the City of Brownsville, Texas, are joint owners of the      Oklaunion power station. PSO and TNC’s ownership interest is reflected in      this portion of the table.  TNC has transferred its interest to      a non-utility affiliate through2027. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (g) | SWEPCo      owns generating units in common with Cleco Corporation and other      unaffiliated parties. Only its ownership interest is reflected in this      table. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (h) |  TNC’s      gas-fired and oil-fired generation has been  deactivated. |
|-----|----------------------------------------------------------------------------------|

|                                            | Cook      Plant                                       |
|-------------------------------------------------|-------------------------------------------------------|
|                                            | Unit      1                                           |   | Unit      2 |
| Year      Placed in Operation                   | 1975                                                  |   | 1978 |
| Year      of Expiration of NRC License          | 2034                                                  |   | 2037 |
| Nominal      Net Electrical Rating in Kilowatts | 1,084,000                                             |   | 1,107,000 |
| Net      Capacity Factors (a)                   |                                                  |   |   |
| 2009                                            | 2.8%(b)                                               |   | 83.1% |
| 2008                                            | 59.2%(b)                                              |   | 96.6% |
| 2007                                            |              97.4% |   | 83.8% |
| 2006                                            |              80.4% |   | 86.5% |

| (a)   | Net      Capacity Factor values for Unit 1 in 2007 through 2009 reflect Nominal Net      Electrical Rating in Kilowatts of 1,084,000.  The Net Capacity      Factor values for Unit 1 in 2006 reflect the previous Nominal Net      Electrical Rating in Kilowatts of 1,036,000.  The Net Electrical      Rating changed in 2007 due to low pressure turbine      replacement. |
|-----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (b)   | Unit      1 Net Capacity Factor for 2008 and 2009 was impacted by a 2008 forced      outage caused by a low pressure turbine blade failure event. The reduced      capacity repaired turbine is projected to be replaced with a full capacity      turbine in late 2011. |
|-----------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Facility                  | Fuel   | Location |   | CapacityTotal MW |   |   | Owner-shipInterest |   | Status |
|---------------------------|--------|----------|--------|------------------|--------|--------|--------------------|--------|--------|
|                      |   |     |   |             |   |   |               |   |   |
| Desert      Sky Wind Farm | Wind   | Texas    |   |             | 161    |   |               |   | 100    | % | Exempt      Wholesale Generator(a) |
|                      |   |     |   |             |   |   |               |   |   |   |   |
| Trent      Wind Farm      | Wind   | Texas    |   |             | 150    |   |               |   | 100    | % | Exempt      Wholesale Generator(a) |
| Total                     |   |     |   | 311              |   |   |               |   |   |   |

|                           | Total      Overhead Circuit Miles of Transmission      and Distribution Lines |   | Circuit      Miles of765kV      Lines |
|--------------------------------|-------------------------------------------------------------------------------|--------|---------------------------------------|
| AEP      System  (a) | 224,416                                                                       | (b)    |                                  | 2,116 |   |
| APCo                           | 52,151                                                                        |   |                                  | 734 |   |
| CSPCo      (a)                 | 15,567                                                                        |   |                                  | — |   |
| I&M                        | 22,009                                                                        |   |                                  | 615 |   |
| KgPCo                          | 1,359                                                                         |   |                                  | — |   |
| KPCo                           | 11,044                                                                        |   |                                  | 258 |   |
| OPCo                           | 30,748                                                                        |   |                                  | 509 |   |
| PSO                            | 21,365                                                                        |   |                                  | — |   |
| SWEPCo                         | 21,497                                                                        |   |                                  | — |   |
| TCC                            | 29,610                                                                        |   |                                  | — |   |
| TNC                            | 17,362                                                                        |   |                                  | — |   |
| WPCo                           | 1,705                                                                         |   |                                  | — |   |

| (a) | Includes      766 miles of 345,000-volt jointly ownedlines. |
|-----|-------------------------------------------------------------|

| (b) | Includes      73 miles of overhead transmission lines not identified with an operating      company. |
|-----|------------------------------------------------------------------------------------------------------|

| Operating      Company | Project      Name |   Location |  Total      Projected Cost      (a) |   Fuel      Type |   Plant Type |  Nominal      MW Capacity | Commercial      Operation Date (Projected) |
|------------------------|-------------------|----------------------|------------------------------------------|----------------------------|------------------------|--------------------------------|--------------------------------------------|
|                   |              |                 | (in      millions)                       |                       |                   |                           |                                       |
| AEGCo                  | Dresden      (b)  | OH                   | $321      (c)                            | Gas                        | Combined-cycle         | 580                            | 2013                                       |
| SWEPCo                 | Stall             | LA                   | $389                                     | Gas                        | Combined-cycle         | 500                            | 2010                                       |
| SWEPCo                 | Turk      (d)     | AR                   | $1,622      (d)                          | Coal                       | Ultra-supercritical    | 600                            | 2012                                       |
| APCo                   | Mountaineer       | WV                   | (e)                                      | Coal                       | IGCC                   | 629                            | (e)                                        |
| CSPCo/OPCo             | Great      Bend   | OH                   | (e)                                      | Coal                       | IGCC                   | 629                            | (e)                                        |

| (a) | Amount      excludes AFUDC. |
|-----|-----------------------------|

| (b) | In      September 2007, AEGCo purchased the partially completed Dresden plant from      Dresden Energy LLC, a subsidiary of Dominion Resources, Inc., for $85      million, which is included in the “Total Projected Cost” section      above. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (c) | During      2009, AEGCo suspended construction of the Dresden Plant.  As a      result, AEGCo has stopped recording AFUDC and will resume recording AFUDC      once construction is resumed. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (d) | SWEPCo      owns approximately 73%, or 440 MW, totaling $1.2 billion in capital      investment.  See “Turk Plant” section  below. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------|

| (e) | Construction      of IGCC plants is subject to regulatory  approvals. |
|-----|-----------------------------------------------------------------------|

|                      | 2007Actual (b)      | 2008Actual (c) | 2009Actual (d) | 2010Estimate |
|---------------------------|---------------------|----------------|----------------|--------------|
|                      | (in      thousands) |
| Total      AEP System (a) | $3,414,000          |           | $3,981,200     |         | $2,496,300 |   | $2,181,200 |   |
| APCo                      | 715,700             |           | 755,800        |         | 446,600 |   | 380,500 |   |
| CSPCo                     | 330,800             |           | 435,700        |         | 280,100 |   | 256,100 |   |
| I&M                   | 282,400             |           | 372,400        |         | 357,900 |   | 265,200 |   |
| OPCo                      | 806,000             |           | 675,200        |         | 389,900 |   | 301,800 |   |
| PSO                       | 302,600             |           | 274,200        |         | 167,900 |   | 166,300 |   |
| SWEPCo                    | 516,800             |           | 689,300        |         | 475,800 |   | 446,200 |   |

| (a)   | Includes      expenditures of other subsidiaries not shown. The figures reflect      construction expenditures, not investments in subsidiary      companies.  Excludes discontinued  operations. |
|-----------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (b)   | Excludes      $512 million for the purchase of Lawrenceburg, Dresden (AEGCo) and Darby      (CSPCo) and Cash Flow Statement Adjustments (Statement of Cash Flow      Including AFUDC Debt Equals$3,556,000). |
|-----------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (c)   | Excludes      Cash Flow Statement Adjustments (Statement of Cash Flow Including AFUDC      Debt Equals $3,800,000). |
|-----------------|---------------------------------------------------------------------------------------------------------------------|

| (d)   | Excludes      Cash Flow Statement Adjustments (Statement of Cash Flow Including AFUDC      Debt Equals $2,792,000). |
|-----------------|---------------------------------------------------------------------------------------------------------------------|

| Name                       |   | Age |   | Office (a)                                                        |
|----------------------------|--------|-----|--------|-------------------------------------------------------------------|
| Michael      G. Morris     |   | 63  |   | Chairman      of the Board, President and Chief Executive Officer |
| Nicholas      K. Akins     |   | 49  |   | Executive      Vice President                                     |
| Carl      L. English       |   | 63  |   | Chief      Operating Officer                                      |
| John      B. Keane         |   | 63  |   | Executive      Vice President, General Counsel and Secretary      |
| Venita      McCellon-Allen |   | 50  |   | Executive      Vice President                                     |
| Charles      R. Patton     |   | 50  |   | Executive      Vice President                                     |
| Robert      P. Powers      |   | 55  |   | President-AEP      Utilities                                      |
| Brian      X. Tierney      |   | 42  |   | Executive      Vice President and Chief Financial Officer         |
| Susan      Tomasky         |   | 56  |   | President      – AEP Transmission                           |

| (a)   | All      of the executive officers have been employed by AEPSC or System companies      in various capacities (AEP, as such, has no employees) for the past five      years.  Mr. Akins became an executive officer of AEP in June      2006, Mr. English in August, 2004, Mr. Keane in July 2004, Ms.      McCellon-Allen in July 2008, Mr. Patton in October 2009, Mr. Powers in      October 2001, Mr. Tierney in January 2008 and Ms. Tomasky in January      2000.  All of the above officers are appointed annually for a      one-year term by the board of directors ofAEP. |
|-----------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Name                           |   | Age    |   | Position                                                                                            |   | Period       |
|--------------------------------|--------|--------|--------|-----------------------------------------------------------------------------------------------------|--------|--------------|
| Michael      G. Morris (a)(b)  |   | 63     |   | Chairman      of the Board, President, Chief Executive Officer and Director of      AEP             |   | 2004-Present |
|                           |   |   |   | Chairman      of the Board, Chief Executive Officer and Director of APCo, OPCo, PSO and      SWEPCo |   | 2004-Present |
| Nicholas      K. Akins (a)     |   | 49     |   | Executive      Vice President of AEP                                                                |   | 2006-Present |
|                           |   |   |   | Vice      President and Director of APCo, OPCo, PSO                                                 |   | 2006-Present |
|                           |   |   |   | and      SWEPCo                                                                                     |   |         |
|                           |   |   |   | President      and Chief Operating Officer of SWEPCo                                                |   | 2004-2006    |
| Carl      L. English (a)       |   | 63     |   | Chief      Operating Officer                                                                        |   | 2008-Present |
|                           |   |   |   | President-AEP      Utilities of AEP                                                                 |   | 2004-2007    |
|                           |   |   |   | Director      and Vice President of APCo, OPCo, PSO and SWEPCo                                      |   | 2004-Present |
| John      B. Keane (c)         |   | 63     |   | Executive      Vice President, General Counsel and Secretary of AEP                                 |   | 2004-Present |
|                           |   |   |   | Director      of APCo, OPCo , PSO and SWEPCo                                                        |   | 2004-Present |
| Venita      McCellon-Allen (a) |   | 50     |   | Executive      Vice President                                                                       |   | 2008-Present |
|                           |   |   |   | Director      and Vice President of APCo and OPCo                                                   |   | 2009-Present |
|                           |   |   |   | Director      and Vice President of PSO and SWEPCo                                                  |   | 2008-2009    |
|                           |   |   |   | President      and Chief Operating Officer of SWEPCo                                                |   | 2006-2008    |
|                           |   |   |   | Director      and Senior Vice President-Shared Services of AEPSC                                    |   | 2004-2006    |
|                           |   |   |   | Director      of APCo, OPCo and SWEPCo                                                              |   | 2004-2006    |
| Charles      R. Patton         |   | 50     |   | Executive      Vice President                                                                       |   | 2009-Present |
|                           |   |   |   | Senior      Vice President-Regulatory and Public Policy                                             |   | 2008-2009    |
|                           |   |   |   | President      and Chief Operating Officer of TCC and TNC                                           |   | 2004-2008    |
|                           |   |   |   | Director      and Vice President of PSO and SWEPCo                                                  |   | 2009-Present |
| Robert      P. Powers (a)      |   | 55     |   | President-AEP      Utilities of AEP                                                                 |   | 2008-Present |
|                           |   |   |   | Executive      Vice President of AEP                                                                |   | 2004-2007    |
|                           |   |   |   | Director      and Vice President of APCo and OPCo                                                   |   | 2001-Present |
|                           |   |   |   | Director      and Vice President of PSO and SWEPCo                                                  |   | 2008-Present |
| Brian      X. Tierney (a)      |   | 42     |   | Executive      Vice President                                                                       |   | 2008-Present |
|                           |   |   |   | Chief      Financial Officer                                                                        |   | 2009-Present |
|                           |   |   |   | Director      and Vice President of APCo and OPCo                                                   |   | 2008-Present |
|                           |   |   |   | Director      and Vice President of PSO and SWEPCo                                                  |   | 2009-Present |
|                           |   |   |   | Senior      Vice President—Commercial Operations of AEPSC                                     |   | 2005-2007    |
|                           |   |   |   | Senior      Vice President— Energy Marketing of AEPSC                                         |   | 2003-2005    |
| Susan      Tomasky (a)         |   | 56     |   | President-AEP      Transmission                                                                     |   | 2008-Present |
|                           |   |   |   | Executive      Vice President of AEP                                                                |   | 2004-Present |
|                           |   |   |   | Chief      Financial Officer of AEP                                                                 |   | 2001-2006    |
|                           |   |   |   | Vice      President and Director of APCo, OPCo, PSO and SWEPCo                                      |   | 2000-Present |

| (a) | Messrs.      Morris, Akins, English, Powers and Tierney and Ms. McCellon-Allen and Ms.      Tomasky are directors of CSPCo and I&M. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------|
| (b) | Mr.      Morris is a director of Alcoa, Inc. and The Hartford Financial Services      Group, Inc.                                       |
| (c) | Mr.      Keane is a director of CSPCo.                                                                                                  |

| Name               |   | Age |   | Position                                           |   | Period       |
|--------------------|--------|-----|--------|----------------------------------------------------|--------|--------------|
| Dana      E. Waldo |   | 58  |   | President      and Chief Operating Officer of APCo |   | 2004-Present |

| Name                |   | Age    |   | Position                                                          |   | Period       |
|---------------------|--------|--------|--------|-------------------------------------------------------------------|--------|--------------|
| Joseph      Hamrock |   | 46     |   | President      and Chief Operating Officer of CSPCo and OPCo      |   | 2008-Present |
|                |   |   |   | Senior      Vice President and Chief Information Officer of AEPSC |   | 2003-2007    |

| Name                |   | Age |   | Position                                          |   | Period       |
|---------------------|--------|-----|--------|---------------------------------------------------|--------|--------------|
| Stuart      Solomon |   | 48  |   | President      and Chief Operating Officer of PSO |   | 2004-Present |   |

| Name                  |   | Age    |   | Position                                             |   | Period       |   |
|-----------------------|--------|--------|--------|------------------------------------------------------|--------|--------------|--------|
| Paul      Chodak, III |   | 46     |   | President      and Chief Operating Officer of SWEPCo |   | 2008-Present |
|                  |   |   |   | Director-New      Generation of AEPSC                |   | 2007-2008    |
|                  |   |   |   | Director-Environmental      Programs of AEPSC        |   | 2004-2007    |

| Period                         |   | TotalNumberof      SharesPurchased |   | AveragePricePaidper      Share |   | Total      Number of Shares Purchased as Part of Publicly Announced Plans or      Programs |   | Maximum      Number(or      Approximate Dollar Value) of Shares that May Yet BePurchased      Under the Plans or Programs |   |
|--------------------------------|--------|------------------------------------|--------|--------------------------------|--------|--------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------|--------|
| 10/01/09      – 10/31/09 |   |                               | -      |                           | $      | -                                                                                          |   |                                                                                                                      | -      |   | $ | - |   |
| 11/01/09      – 11/30/09 |   |                               | -      |                           |   | -                                                                                          |   |                                                                                                                      | -      |   |   | - |   |
| 12/01/09      – 12/31/09 |   |                               | -      |                           |   | -                                                                                          |   |                                                                                                                      | -      |   |   | - |   |
| Total                          |   |                               | -      |                           | $      | -                                                                                          |   |                                                                                                                      | -      |   | $ | - |   |

|                        | 2009        |   | 2008        |
|-----------------------------|-------------|--------|-------------|
| Audit      Fees (1)         | $11,411,000 |   | $11,762,000 |
| Audit-Related      Fees (2) | 1,680,000   |   | 1,184,000   |
| Tax      Fees (3)           | 275,000     |   | 697,000     |
| TOTAL                       | $13,366,000 |   | $13,643,000 |

| (1)    | Audit      fees in 2008 and 2009 consisted primarily of fees related to the audit of      the Company’s annual consolidated financial statements, including each      registrant subsidiary.  Audit fees also included auditing      procedures performed in accordance with Sarbanes-Oxley Act Section 404 and      the related Public Company Accounting Oversight Board Auditing Standard      Number 5 regarding the Company’s internal control over financial      reporting.  This category also includes work generally only the      independent registered public accounting firm can reasonably be expected      to provide. |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (2)    | Audit      related fees consisted principally of regulatory, statutory, employee      benefit plan audits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (3)    | Tax      fees consisted principally of tax compliance services.  Tax      compliance services are services rendered based upon facts already in      existence or transactions that have already occurred to document, compute,      and obtain government approval for amounts to be included in tax      filings.                                                                                                                                                                                                                                                                                                                                          |

|                    | CSPCo      | I&M    |
|-------------------------|------------|------------|
|                    | 2009       | 2008       | 2009 | 2008 |
| Audit      Fees         | $1,038,130 | $1,092,225 | $1,612,867 | $1,681,029 |
| Audit-Related      Fees | 25,994     | 109,947    | 37,851 | 169,218 |
| Tax      Fees           | 25,536     | 64,724     | 39,304 | 99,616 |
| TOTAL                   | $1,089,660 | $1,266,896 | $1,690,022 | $1,949,863 |

| The      following documents are filed as a part of this  report: |
|-------------------------------------------------------------------|

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.      Financial      Statements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| The      following financial statements have been incorporated herein by reference      pursuant to Item 8.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| AEP      and Subsidiary Companies:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Reports      of Independent Registered Public Accounting Firm; Management’s Report on      Internal Control over Financial Reporting; Consolidated Statements of      Income for the years ended December 31, 2009, 2008 and 2007; Consolidated      Balance Sheets as of December 31, 2009 and 2008; Consolidated Statements      of Cash Flows for the years ended December 31, 2009, 2008 and 2007;      Consolidated Statements of Changes in Equity and Comprehensive Income      (Loss) for the years ended December 31, 2009, 2008 and 2007; Notes to      Consolidated Financial Statements. |
| APCo,      CSPCo and I&M:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| Consolidated      Statements of Income for the years ended December 31, 2009, 2008 and 2007;      Consolidated Statements of Changes in Common Shareholder’s Equity and      Comprehensive Income (Loss) for the years ended December 31, 2009, 2008      and 2007; Consolidated Balance Sheets as of December 31, 2009 and 2008;      Consolidated Statements of Cash Flows for the years ended December 31,      2009, 2008 and 2007; Notes to Financial Statements of Registrant      Subsidiaries; Report of Independent Registered Public Accounting      Firm.                                 |
| OPCo      and SWEPCo:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Consolidated      Statements of Income for the years ended December 31, 2009, 2008 and 2007;      Consolidated Statements of Changes in Equity and Comprehensive Income      (Loss) for the years ended December 31, 2009, 2008 and 2007; Consolidated      Balance Sheets as of December 31, 2009 and 2008; Consolidated Statements      of Cash Flows for the years ended December 31, 2009, 2008 and 2007; Notes      to Financial Statements of Registrant Subsidiaries; Report of Independent      Registered Public Accounting Firm.                                                                 |
| PSO:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Statements      of Operations for the years ended December 31, 2009, 2008 and 2007;      Statements of Changes in Common Shareholder’s Equity and Comprehensive      Income (Loss) for the years ended December 31, 2009, 2008 and 2007;      Balance Sheets as of December 31, 2009 and 2008; Statements of Cash Flows      for the years ended December 31, 2009, 2008 and 2007; Notes to Financial      Statements of Registrant Subsidiaries; Report of Independent Registered      Public Accounting Firm.                                                                                      |
| 2.      Exhibits:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Exhibits      for AEP, APCo, CSPCo, I&M, OPCo, PSO and SWEPCo are listed in the      Exhibit Index beginning on page E-1 and are incorporated herein by      reference                                                                                                                                                                                                                                                                                                                                                                                                                                 |

|   | American      Electric Power Company, Inc. |
|--------|--------------------------------------------|
|   |                                       |   |
|   |                                       |   |
|   | By:                                        | /s/   Brian X.      Tierney |
|   |                                       | (Brian      X. Tierney, Executive Vice President |
|   |                                       | and      Chief Financial Officer) |

| Signature                                                                                                 |                                       | Title                                      |   | Date                   |
|-----------------------------------------------------------------------------------------------------------|--------------------------------------------|--------------------------------------------|--------|------------------------|
|                                                                                                      |                                       |                                       |   |                   |
| (i)           Principal      Executive Officer:    |                                       |                                       |   |                   |
|                                                                                                      |                                       |                                       |   |                   |
| /s/   Michael      G. Morris                                                               |                                       | Chairman      of the Board, President,     |   | February      26, 2010 |
| (Michael      G. Morris)                                                                                  |                                       | Chief      Executive Officer               |   |                   |
|                                                                                                      |                                       | And      Director                          |   |                   |
|                                                                                                      |                                       |                                       |   |                   |
| (ii)           Principal      Financial Officer:   |                                       |                                       |   |                   |
|                                                                                                      |                                       |                                       |   |                   |
| /s/   Brian X.      Tierney                                                                |                                       | Executive      Vice President and          |   | February      26, 2010 |
| (Brian      X. Tierney)                                                                                   |                                       | Chief      Financial Officer               |   |                   |
|                                                                                                      |                                       |                                       |   |                   |
| (iii)           Principal      Accounting Officer: |                                       |                                       |   |                   |
|                                                                                                      |                                       |                                       |   |                   |
| /s/   Joseph M.      Buonaiuto                                                             |                                       | Senior      Vice President, Controller and |   | February      26, 2010 |
| (Joseph      M. Buonaiuto)                                                                                |                                       | Chief      Accounting Officer              |   |                   |
|                                                                                                      |                                       |                                       |   |                   |
| (iv)           A      Majority of the Directors:   |                                       |                                       |   |                   |
|                                                                                                      |                                       |                                       |   |                   |
| *E. R.      Brooks                                                                                        |                                       |                                       |   |                   |
| *Donald M.      Carlton                                                                                   |                                       |                                       |   |                   |
| * James F.      Cordes                                                                                    |                                       |                                       |   |                   |
| *Ralph      D. Crosby, Jr.                                                                                |                                       |                                       |   |                   |
| *Linda A.      Goodspeed                                                                                  |                                       |                                       |   |                   |
| *Thomas E. Hoaglin                                                                                        |                                       |                                       |   |                   |
| *Lester A. Hudson,      Jr.                                                                               |                                       |                                       |   |                   |
| *Lionel      L. Nowell, III                                                                               |                                       |                                       |   |                   |
| *Richard      L. Sandor                                                                                   |                                       |                                       |   |                   |
| *Kathryn D.      Sullivan                                                                                 |                                       |                                       |   |                   |
| *Sara      Martinez Tucker                                                                                |                                       |                                       |   |                   |
| *John      F. Turner                                                                                      |                                       |                                       |   |                   |
|                                                                                                      |                                       |                                       |   |                   |
|                                                                                                      |                                       |                                       |   |                   |   |
| *By:                                                                                                      | /s/   Brian X.      Tierney |                                       |   |                   | February      26, 2010 |
|                                                                                                      | (Brian      X. Tierney, Attorney-in-Fact)  |                                       |   |                   |   |

----

|   | Public      Service Company of Oklahoma  |
|--------|------------------------------------------|
|   | Southwestern      Electric Power Company |
|   |                                     |
|   |                                     |

|   | By:    | /s/   Brian X.      Tierney                              |
|--------|--------|-------------------------------------------------------------------------|
|   |   | (Brian      X. Tierney, Vice Presidentand      Chief Financial Officer) |

| Signature                                                                                                 |                                       | Title                                     |   | Date                   |
|-----------------------------------------------------------------------------------------------------------|--------------------------------------------|-------------------------------------------|--------|------------------------|
|                                                                                                      |                                       |                                      |   |                   |
| (i)           Principal      Executive Officer:    |                                       |                                      |   |                   |
|                                                                                                      |                                       |                                      |   |                   |
| /s/   Michael      G. Morris                                                               |                                       | Chairman      of the Board,               |   | February      26, 2010 |
| (Michael      G. Morris)                                                                                  |                                       | Chief      Executive Officer and Director |   |                   |
|                                                                                                      |                                       |                                      |   |                   |
| (ii)           Principal      Financial Officer:   |                                       |                                      |   |                   |
|                                                                                                      |                                       |                                      |   |                   |
| /s/   Brian X.      Tierney                                                                |                                       | Vice      President,                      |   | February      26, 2010 |
| (Brian      X. Tierney)                                                                                   |                                       | Chief      Financial Officer and Director |   |                   |
|                                                                                                      |                                       |                                      |   |                   |
| (iii)           Principal      Accounting Officer: |                                       |                                      |   |                   |
|                                                                                                      |                                       |                                      |   |                   |
| /s/   Joseph M.      Buonaiuto                                                             |                                       | Controller      and                       |   | February      26, 2010 |
| (Joseph      M. Buonaiuto)                                                                                |                                       | Chief      Accounting Officer             |   |                   |
|                                                                                                      |                                       |                                      |   |                   |
| (iv)           A      Majority of the Directors:   |                                       |                                      |   |                   |
|                                                                                                      |                                       |                                      |   |                   |
| *Nicholas      K. Akins                                                                                   |                                       |                                      |   |                   |
| *Carl      L. English                                                                                     |                                       |                                      |   |                   |
| *John      B. Keane                                                                                       |                                       |                                      |   |                   |
| *Charles      R. Patton                                                                                   |                                       |                                      |   |                   |
| *Robert      P. Powers                                                                                    |                                       |                                      |   |                   |
| *Barbara      D. Radous                                                                                   |                                       |                                      |   |                   |
| *Susan      Tomasky                                                                                       |                                       |                                      |   |                   |
| *Dennis      E. Welch                                                                                     |                                       |                                      |   |                   |
|                                                                                                      |                                       |                                      |   |                   |
| *By:                                                                                                      | /s/   Brian X.      Tierney |                                      |   |                   | February      26, 2010 |
|                                                                                                      | (Brian      X. Tierney, Attorney-in-Fact)  |                                      |   |                   |   |

----

|   | Appalachian      Power Company       |
|--------|--------------------------------------|
|   | Columbus      Southern Power Company |
|   | Ohio      Power Company              |

|   | By:    | /s/   Brian X.      Tierney                              |
|--------|--------|-------------------------------------------------------------------------|
|   |   | (Brian      X. Tierney, Vice Presidentand      Chief Financial Officer) |

| Signature                                                                                                 |                                       | Title                                     |   | Date                   |
|-----------------------------------------------------------------------------------------------------------|--------------------------------------------|-------------------------------------------|--------|------------------------|
|                                                                                                      |                                       |                                      |   |                   |
| (i)           Principal      Executive Officer:    |                                       |                                      |   |                   |
|                                                                                                      |                                       |                                      |   |                   |
| /s/   Michael      G. Morris                                                               |                                       | Chairman      of the Board,               |   | February      26, 2010 |
| (Michael      G. Morris)                                                                                  |                                       | Chief      Executive Officer and Director |   |                   |
|                                                                                                      |                                       |                                      |   |                   |
| (ii)           Principal      Financial Officer:   |                                       |                                      |   |                   |
|                                                                                                      |                                       |                                      |   |                   |
| /s/   Brian X.      Tierney                                                                |                                       | Vice      President,                      |   | February      26, 2010 |
| (Brian      X. Tierney)                                                                                   |                                       | Chief      Financial Officer and Director |   |                   |
|                                                                                                      |                                       |                                      |   |                   |
| (iii)           Principal      Accounting Officer: |                                       |                                      |   |                   |
|                                                                                                      |                                       |                                      |   |                   |
| /s/   Joseph M.      Buonaiuto                                                             |                                       | Controller      and                       |   | February      26, 2010 |
| (Joseph      M. Buonaiuto)                                                                                |                                       | Chief      Accounting Officer             |   |                   |
|                                                                                                      |                                       |                                      |   |                   |
| (iv)           A      Majority of the Directors:   |                                       |                                      |   |                   |
|                                                                                                      |                                       |                                      |   |                   |
| *Nicholas      K. Akins                                                                                   |                                       |                                      |   |                   |
| *Carl      L. English                                                                                     |                                       |                                      |   |                   |
| *John      B. Keane                                                                                       |                                       |                                      |   |                   |
| *Venita      mcCellon-Allen                                                                               |                                       |                                      |   |                   |
| *Robert      P. Powers                                                                                    |                                       |                                      |   |                   |
| *Barbara      D. Radous                                                                                   |                                       |                                      |   |                   |
| *Susan      Tomasky                                                                                       |                                       |                                      |   |                   |
| *Dennis      E. Welch                                                                                     |                                       |                                      |   |                   |
|                                                                                                      |                                       |                                      |   |                   |
| *By:                                                                                                      | /s/   Brian X.      Tierney |                                      |   |                   | February      26, 2010 |
|                                                                                                      | (Brian      X. Tierney, Attorney-in-Fact)  |                                      |   |                   |   |

----

|   | Indiana      Michigan Power Company |
|--------|-------------------------------------|

|   | By:    | /s/   Brian X.      Tierney                             |
|--------|--------|------------------------------------------------------------------------|
|   |   | (Brian X. Tierney Vice      Presidentand      Chief Financial Officer) |

| Signature                                                                                                 |                                       | Title                                     |   | Date                   |
|-----------------------------------------------------------------------------------------------------------|--------------------------------------------|-------------------------------------------|--------|------------------------|
|                                                                                                      |                                       |                                      |   |                   |
| (i)           Principal      Executive Officer:    |                                       |                                      |   |                   |
|                                                                                                      |                                       |                                      |   |                   |
| /s/   Michael      G. Morris                                                               |                                       | Chairman      of the Board,               |   | February      26, 2010 |
| (Michael      G. Morris)                                                                                  |                                       | Chief      Executive Officer and Director |   |                   |
|                                                                                                      |                                       |                                      |   |                   |
| (ii)           Principal      Financial Officer:   |                                       |                                      |   |                   |
|                                                                                                      |                                       |                                      |   |                   |
| /s/   Brian X.      Tierney                                                                |                                       | Vice      President,                      |   | February      26, 2010 |
| (Brian      X. Tierney)                                                                                   |                                       | Chief      Financial Officer and Director |   |                   |
|                                                                                                      |                                       |                                      |   |                   |
| (iii)           Principal      Accounting Officer: |                                       |                                      |   |                   |
|                                                                                                      |                                       |                                      |   |                   |
| /s/   Joseph M.      Buonaiuto                                                             |                                       | Controller      and                       |   | February      26, 2010 |
| (Joseph      M. Buonaiuto)                                                                                |                                       | Chief      Accounting Officer             |   |                   |
|                                                                                                      |                                       |                                      |   |                   |
| (iv)           A      Majority of the Directors:   |                                       |                                      |   |                   |
|                                                                                                      |                                       |                                      |   |                   |
| *Nicholas      K. Akins                                                                                   |                                       |                                      |   |                   |
| *J.      Edward Ehler                                                                                     |                                       |                                      |   |                   |
| *Carl      L. English                                                                                     |                                       |                                      |   |                   |
| *Allen      R. Glassburn                                                                                  |                                       |                                      |   |                   |
| *Joann      M. Grevenow                                                                                   |                                       |                                      |   |                   |
| *scott      m. krawec                                                                                     |                                       |                                      |   |                   |
| *Marc      E. Lewis                                                                                       |                                       |                                      |   |                   |
| *venita      mcCellon-allen                                                                               |                                       |                                      |   |                   |
| *Helen      J. Murray                                                                                     |                                       |                                      |   |                   |
| *Mark      a. peifer                                                                                      |                                       |                                      |   |                   |
| *Robert      P. Powers                                                                                    |                                       |                                      |   |                   |
| *Susanne      M. Moorman Rowe                                                                             |                                       |                                      |   |                   |
| *Susan      Tomasky                                                                                       |                                       |                                      |   |                   |
|                                                                                                      |                                       |                                      |   |                   |
| *By:                                                                                                      | /s/   Brian X.      Tierney |                                      |   |                   | February      26, 2010 |
|                                                                                                      | (Brian      X. Tierney, Attorney-in-Fact)  |                                      |   |                   |   |

----

| ExhibitDesignation                                                                            |   | Nature of Exhibit                                                                                                                                                                                                                                                                                                                         |   | Previously Filed as Exhibit    to:                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-----------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| REGISTRANT:        AEP‡   File No. 1-3525                           |   |                                                                                                                                                                                                                                                                                                                                      |
| *3(a)                                                                                         |   | Composite      of the Restated Certificate of Incorporation of AEP, dated April 28,      2009.                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *3(b)                                                                                         |   | Composite      By-Laws of AEP, as amended as of April 28, 2009.                                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4(a)                                                                                          |   | Indenture      (for unsecured debt securities), dated as of May 1, 2001, between AEP and      The Bank of New York, as Trustee.                                                                                                                                                                                                           |   | Registration      Statement No. 333-86050, Ex 4(a)(b)(c)Registration      Statement No. 333-105532, Ex 4(d)(e)(f)                                                                                                                                                                                                                                                                                                                                   |
| 4(b)                                                                                          |   | Purchase      Agreement dated as of March 8, 2005, between AEP and Merrill Lynch      International.                                                                                                                                                                                                                                      |   | Form      10-Q, Ex 4(a), March 31, 2005                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4(c)                                                                                          |   | Junior      Subordinated Indenture dated as of March 1, 2008 between AEP and The Bank      of New York as Trustee.                                                                                                                                                                                                                        |   | Registration      Statement 333-156387, Ex 4(c)(d)                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4(d)                                                                                          |   | Second      Amended and Restated $1.5 Billion Credit Agreement, dated as of March 31,      2008, among AEP, the banks, financial institutions and other institutional      lenders listed on the signature pages thereof, and JP Morgan Chase Bank,      N.A., as Administrative Agent.                                                   |   | Form      10-Q, Ex 10(a) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4(e)                                                                                          |   | Second      Amended and Restated $1.5 Billion Credit Agreement, dated as of March 31,      2008, among AEP, the banks, financial institutions and other institutional      lenders listed on the signature pages thereof, and Barclays Bank plc as      Administrative Agent.                                                             |   | Form      10-Q, Ex 10(b) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4(f)                                                                                          |   | $650      Million Credit Agreement, dated as of April 4, 2008, among AEP, TCC, TNC,      APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial Lenders      named therein, the Swingline Bank party thereto, the LC Issuing Banks      party thereto, and JPMorgan Chase Bank, N.A., as Administrative      Agent.                |   | Form      10-Q, Ex 10(c) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4(g)                                                                                          |   | Amendment,      dated as of April 25, 2008, to $650 Million Credit Agreement, among AEP,      TCC, TNC, APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial      Lenders named therein, the Swingline Bank party thereto, the LC Issuing      Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative      Agent. |   | Form      10-Q, Ex 10(d) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4(h)                                                                                          |   | $350      Million Credit Agreement, dated as of April 4, 2008, among AEP, TCC, TNC,      APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial Lenders      named therein, the Swingline Bank party thereto, the LC Issuing Banks      party thereto, and JPMorgan Chase Bank, N.A., as Administrative      Agent.                |   | Form      10-Q, Ex 10 (e) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4(i)                                                                                          |   | Amendment,      dated as of April 25, 2008, to $350 Million Credit Agreement, among AEP,      TCC, TNC, APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial      Lenders named therein, the Swingline Bank party thereto, the LC Issuing      Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative      Agent. |   | Form      10-Q, Ex 10(f) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10(a)                                                                                         |   | Interconnection      Agreement, dated July 6, 1951, among APCo, CSPCo, KPCo, OPCo and I&M      and with AEPSC, as amended.                                                                                                                                                                                                            |   | Registration      Statement No. 2-52910, Ex 5(a)Registration      Statement No. 2-61009, Ex 5(b)1990      Form 10-K, Ex 10(a)(3)                                                                                                                                                                                                                                                                                                                    |
| 10(b)                                                                                         |   | Restated      and Amended Operating Agreement, among PSO, SWEPCo and AEPSC, Issued on      February 10, 2006, Effective May 1, 2006.                                                                                                                                                                                                      |   | Form      10-Q, Ex 10(b), March 31, 2006                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10(c)                                                                                         |   | Transmission      Agreement, dated April 1, 1984, among APCo, CSPCo, I&M, KPCo, OPCo and      with AEPSC as agent, as amended.                                                                                                                                                                                                        |   | 1985      Form 10-K, Ex 10(b)1988      Form 10-K, Ex 10(b)(2)                                                                                                                                                                                                                                                                                                                                                                                       |
| *10(d)                                                                                        |   | Restated      and Amended Transmission Coordination Agreement, dated April 15, 2002,      among PSO, SWEPCo,  TNC and AEPSC.                                                                                                                                                                                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10(e)(1)                                                                                      |   | Amended      and Restated Operating Agreement of PJM and AEPSC on behalf of APCo,      CSPCo, I&M, KPCo, OPCo, Kingsport Power Company and Wheeling Power      Company.                                                                                                                                                               |   | 2004      Form 10-K, Ex 10(e)(1)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10(e)(2)                                                                                      |   | PJM      West Reliability Assurance Agreement among Load Serving Entities in the      PJM West service area.                                                                                                                                                                                                                              |   | 2004      Form 10-K, Ex 10(e)(2)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10(e)(3)                                                                                      |   | Master      Setoff and Netting Agreement among PJM and AEPSC on behalf of APCo, CSPCo,      I&M, KPCo, OPCo, Kingsport Power Company and Wheeling Power      Company.                                                                                                                                                                 |   | 2004      Form 10-K, Ex 10(e)(3)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10(f)                                                                                         |   | Lease      Agreements, dated as of December 1, 1989, between AEGCo or I&M and      Wilmington Trust Company, as amended.                                                                                                                                                                                                              |   | Registration      Statement No. 33-32752, Ex 28(c)(1-6)(C)Registration      Statement No. 33-32753, Ex 28(a)(1-6)(C)AEGCo      1993 Form 10-K, Ex 10(c)(1-6)(B)I&M      1993 Form 10-K, Ex 10(e)(1-6)(B)                                                                                                                                                                                                                                        |
| 10(g)                                                                                         |   | Modification      No. 1 to the AEP System Interim Allowance Agreement, dated July 28, 1994,      among APCo, CSPCo, I&M, KPCo, OPCo and AEPSC.                                                                                                                                                                                        |   | 1996      Form 10-K, Ex 10(l)                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10(h)                                                                                         |   | Consent      Decree with U.S. District Court.                                                                                                                                                                                                                                                                                             |   | Form      8-K, Ex 10.1 dated October 9, 2007                                                                                                                                                                                                                                                                                                                                                                                                        |
| †10(i)                                                                                  |   | AEP      Accident Coverage Insurance Plan for Directors.                                                                                                                                                                                                                                                                                  |   | 1985      Form 10-K, Ex 10(g)                                                                                                                                                                                                                                                                                                                                                                                                                       |
| †10(j)                                                                                  |   | AEP      Retainer Deferral Plan for Non-Employee Directors, effective January 1,      2005, as amended February 9, 2007.                                                                                                                                                                                                                  |   | 2007      Form 10-K, Ex 10(j)(i)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(k)                                                                                  |   | AEP      Stock Unit Accumulation Plan for Non-Employee Directors, as      amended.                                                                                                                                                                                                                                                        |   | 2003      Form 10-K, Ex 10(k)(2)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(k)(1)                                                                               |   | First      Amendment to AEP Stock Unit Accumulation Plan for Non-Employee Directors      dated as of February 9, 2007.                                                                                                                                                                                                                    |   | 2006      Form 10-K, Ex 10(j)(2)(A)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| †10(l)                                                                                  |   | AEP      System Excess Benefit Plan, Amended and Restated as of January 1,      2008.                                                                                                                                                                                                                                                     |   | 2008      Form 10-K, Ex 10(l)(1)(A)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| †10(l)(1)                                                                               |   | Guaranty      by AEP of AEPSC Excess Benefits Plan.                                                                                                                                                                                                                                                                                       |   | 1990      Form 10-K, Ex 10(h)(1)(B)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| †10(l)(2)                                                                               |   | AEP      System Supplemental Retirement Savings Plan, Amended and Restated as of      January 1, 2008 (Non-Qualified).                                                                                                                                                                                                                    |   | 2008      Form 10-K, Ex 10(l)(2)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(l)(3)                                                                               |   | AEPSC      Umbrella Trust for Executives.                                                                                                                                                                                                                                                                                                 |   | 1993      Form 10-K, Ex 10(g)(3)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(l)(3)(A)                                                                            |   | First      Amendment to AEPSC Umbrella Trust for Executives.                                                                                                                                                                                                                                                                              |   | 2008      Form 10-K, Ex 10(l)(3)(A)                                                                                                                                                                                                                                                                                                                                                                                                            |
| †10(m)(1)                                                                               |   | Employment      Agreement between AEP, AEPSC and Michael G. Morris dated December 15,      2003.                                                                                                                                                                                                                                          |   | 2003      Form 10-K, Ex 10(m)(1)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(m)(1)(A)                                                                            |   | Amendment      to Employment Agreement between AEP, AEPSC and Michael G. Morris dated      December 9, 2008.                                                                                                                                                                                                                              |   | 2008      Form 10-K, Ex 10(m)(1)(A)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| †10(m)(2)                                                                               |   | Memorandum      of agreement between Susan Tomasky and AEPSC dated January 3,      2001.                                                                                                                                                                                                                                                  |   | 2000      Form 10-K, Ex 10(s)                                                                                                                                                                                                                                                                                                                                                                                                                       |
| †10(m)(3)                                                                               |   | Letter      Agreement dated June 23, 2000 between AEPSC and Holly K.      Koeppel.                                                                                                                                                                                                                                                        |   | 2002      Form 10-K, Ex 10(m)(3)(A)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| †10(m)(4)                                                                               |   | Employment      Agreement dated July 29, 1998 between AEPSC and Robert P.      Powers.                                                                                                                                                                                                                                                    |   | 2002      Form 10-K, Ex 10(m)(4)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(m)(4)(A)                                                                            |   | Amendment      to Employment Agreement dated December 9, 2008 between AEPSC and Robert P.      Powers.                                                                                                                                                                                                                                    |   | 2008      Form 10-K, Ex 10(m)(4)(A)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| †10(m)(5)                                                                               |   | Letter      Agreement dated June 9, 2004 between AEPSC and Carl    English.                                                                                                                                                                                                                                                               |   | Form      10-Q, Ex 10(b), September 30, 2004                                                                                                                                                                                                                                                                                                                                                                                                        |
| †10(m)(6)                                                                               |   | Letter      Agreements dated June 14, 2004 and June 17, 2004 between AEPSC and John B.      Keane.                                                                                                                                                                                                                                        |   | 2006      Form 10-K, Ex 10(l)(6)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(n)                                                                                  |   | AEP      System Senior Officer Annual Incentive Compensation Plan, amended and      restated effective December 13, 2006.                                                                                                                                                                                                                 |   | Form      8-K, Ex 10.1 dated April 25, 2007                                                                                                                                                                                                                                                                                                                                                                                                         |
| †10(o)(1)                                                                               |   | AEP      System Survivor Benefit Plan, effective January 27, 1998.                                                                                                                                                                                                                                                                        |   | Form      10-Q, Ex 10, September 30, 1998                                                                                                                                                                                                                                                                                                                                                                                                           |
| †10(o)(1)(A)                                                                            |   | First      Amendment to AEP System Survivor Benefit Plan, as amended and restated      effective January 31, 2000.                                                                                                                                                                                                                        |   | 2002      Form 10-K, Ex 10(o)(2)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(o)(1)(B)                                                                            |   | Second      Amendment to AEP System Survivor Benefit Plan, as amended and restated      effective January 1, 2008.                                                                                                                                                                                                                        |   | 2008      Form 10-K, Ex 10(o)(1)(B)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| †10(p)                                                                                  |   | AEP      System Incentive Compensation Deferral Plan Amended and Restated as of      January 1, 2008.                                                                                                                                                                                                                                     |   | 2008      Form 10-K, Ex 10(p)                                                                                                                                                                                                                                                                                                                                                                                                                       |
| †10(q)                                                                                  |   | AEP      System Nuclear Performance Long Term Incentive Compensation Plan dated      August 1, 1998.                                                                                                                                                                                                                                      |   | 2002      Form 10-K, Ex 10(r)                                                                                                                                                                                                                                                                                                                                                                                                                       |
| †10(r)                                                                                  |   | Nuclear      Key Contributor Retention Plan Amended and Restated as of January 1,      2008.                                                                                                                                                                                                                                              |   | 2008      Form 10-K, Ex 10(r)                                                                                                                                                                                                                                                                                                                                                                                                                       |
| *†10(s)                                                                                 |   | AEP      Change In Control Agreement, effective November 1, 2009.                                                                                                                                                                                                                                                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| †10(t)(1)                                                                               |   | Amended      and Restated AEP System Long-Term Incentive Plan.                                                                                                                                                                                                                                                                            |   | Form      8-K, Item 1.01, dated April 26, 2005                                                                                                                                                                                                                                                                                                                                                                                                      |
| †10(t)(1)(A)                                                                            |   | First      Amendment to Amended and Restated AEP System Long-Term Incentive      Plan.                                                                                                                                                                                                                                                    |   | 2007      Form 10-K, Ex 10(t)(1)(A)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| †10(t)(2)                                                                               |   | Form      of Performance Share Award Agreement furnished to participants of the AEP      System Long-Term Incentive Plan, as amended.                                                                                                                                                                                                     |   | Form      10-Q, Ex 10(c), September 30, 2004                                                                                                                                                                                                                                                                                                                                                                                                        |
| †10(t)(3)                                                                               |   | Form      of Restricted Stock Unit Agreement furnished to participants of the AEP      System Long-Term Incentive Plan, as amended.                                                                                                                                                                                                       |   | Form      10-Q, Ex 10(a), March 31, 2005                                                                                                                                                                                                                                                                                                                                                                                                            |
| †10(t)(3)(A)                                                                            |   | Amendment      to Form of Restricted Stock Unit Agreement furnished to participants of      the AEP System Long-Term Incentive Plan, as amended.                                                                                                                                                                                          |   | 2008      Form 10-K, Ex 10(t)(3)(A)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| *†10(u)                                                                                 |   | AEP      System Stock Ownership Requirement Plan Amended and Restated Effective      January 1, 2010.                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| †10(v)                                                                                  |   | Central      and South West System Special Executive Retirement Plan Amended and      Restated effective January 1, 2009.                                                                                                                                                                                                                 |   | 2008      Form 10-K, Ex 10(v)                                                                                                                                                                                                                                                                                                                                                                                                                       |
| *12                                                                                           |   | Statement      re: Computation of Ratios.                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *13                                                                                           |   | Copy      of those portions of the AEP 2009 Annual Report (for the fiscal year ended      December 31, 2009) which are incorporated by reference in this      filing.                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *21                                                                                           |   | List      of subsidiaries of AEP.                                                                                                                                                                                                                                                                                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *23                                                                                           |   | Consent      of Deloitte & Touche LLP.                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *24                                                                                           |   | Power      of Attorney.                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *31(a)                                                                                        |   | Certification      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002.                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *31(b)                                                                                        |   | Certification      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002.                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *32(a)                                                                                        |   | Certification      of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title      18 of the United States Code.                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *32(b)                                                                                        |   | Certification      of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title      18 of the United States Code.                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 101.INS                                                                                       |   | XBRL      Instance                                                                                                                                                                                                                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 101.SCH                                                                                       |   | XBRL      Taxonomy Extension Schema                                                                                                                                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 101.CAL                                                                                       |   | XBRL      Taxonomy Extension Calculation                                                                                                                                                                                                                                                                                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 101.DEF                                                                                       |   | XBRL      Taxonomy Extension Definition                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 101.LAB                                                                                       |   | XBRL      Taxonomy Extension Labels                                                                                                                                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 101.PRE                                                                                       |   | XBRL      Taxonomy Extension Presentation                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| REGISTRANT:         APCo‡    File No. 1-3457              |   |                                                                                                                                                                                                                                                                                                                                      |
| 3(a)                                                                                          |   | Composite      of the Restated Articles of Incorporation of APCo, amended as of March 7,      1997.                                                                                                                                                                                                                                       |   | 1996      Form 10-K, Ex 3(d)                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 3(b)                                                                                          |   | Composite      By-Laws of APCo, amended as of February 26, 2008.                                                                                                                                                                                                                                                                          |   | 2007      Form 10-K, Ex 3(b)                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4(a)                                                                                          |   | Indenture      (for unsecured debt securities), dated as of January 1, 1998, between APCo      and The Bank of New York, As Trustee.                                                                                                                                                                                  |   | Registration      Statement No. 333-45927, Ex 4(a)(b)Registration      Statement No. 333-49071, Ex 4(b)Registration      Statement No. 333-84061, Ex 4(b)(c)Registration      Statement No. 333-100451, Ex 4(b)(c)(d)Registration      Statement No. 333-116284, Ex 4(b)(c)Registration      Statement No. 333-123348, Ex 4(b)(c)Registration      Statement No. 333-136432, Ex 4(b)(c)(d)Registration      Statement No. 333-161940, Ex 4(b)(c)(d) |
| 4(b)                                                                                          |   | $650      Million Credit Agreement, dated as of April 4, 2008, among AEP, TCC, TNC,      APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial Lenders      named therein, the Swingline Bank party thereto, the LC Issuing Banks      party thereto, and JPMorgan Chase Bank, N.A., as Administrative      Agent.                |   | Form      10-Q, Ex10(c) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4(c)                                                                                          |   | Amendment,      dated as of April 25, 2008, to $650 Million Credit Agreement, among AEP,      TCC, TNC, APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial      Lenders named therein, the Swingline Bank party thereto, the LC Issuing      Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative      Agent. |   | Form      10-Q, Ex 10(d) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4(d)                                                                                          |   | $350      Million Credit Agreement, dated as of April 4, 2008, among AEP, TCC, TNC,      APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial Lenders      named therein, the Swingline Bank party thereto, the LC Issuing Banks      party thereto, and JPMorgan Chase Bank, N.A., as Administrative      Agent.                |   | Form      10-Q, Ex 10(e) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4(e)                                                                                          |   | Amendment,      dated as of April 25, 2008, to $350 Million Credit Agreement, among AEP,      TCC, TNC, APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial      Lenders named therein, the Swingline Bank party thereto, the LC Issuing      Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative      Agent. |   | Form      10-Q, Ex 10(f) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10(a)(1)                                                                                      |   | Power      Agreement, dated October 15, 1952, between OVEC and United States of      America, acting by and through the United States Atomic Energy Commission,      and, subsequent to January 18, 1975, the Administrator of the Energy      Research and Development Administration, as amended.                                       |   | Registration      Statement No. 2-60015, Ex 5(a)Registration      Statement No. 2-63234, Ex 5(a)(1)(B) Registration Statement No 2-66301, Ex      5(a)(1)(C) Registration Statement No. 2-67728, Ex 5(a)(1)(D)1989      Form 10-K, Ex 10(a)(1)(F)1992      Form 10-K, Ex 10(a)(1)(B)                                                                                                                                                                |
| 10(a)(2)                                                                                      |   | Inter-Company      Power Agreement, dated as of July 10, 1953, among OVEC and the Sponsoring      Companies, as amended March 13, 2006.                                                                                                                                                                                                   |   | 2005      Form 10-K, Ex 10(a)(2)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10(a)(3)                                                                                      |   | Power      Agreement, dated July 10, 1953, between OVEC and Indiana-Kentucky Electric      Corporation, as amended.                                                                                                                                                                                                                       |   | Registration      Statement No. 2-60015, Ex 5(e)                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10(b)                                                                                         |   | Interconnection      Agreement, dated July 6, 1951, among APCo, CSPCo, KPCo, OPCo and I&M      and with AEPSC, as amended.                                                                                                                                                                                                            |   | Registration      Statement No. 2-52910, Ex 5(a)Registration      Statement No. 2-61009, Ex 5(b)1990      Form 10-K, Ex 10(a)(3), File No. 1-3525                                                                                                                                                                                                                                                                                                   |
| 10(c)                                                                                         |   | Transmission      Agreement, dated April 1, 1984, among APCo, CSPCo, I&M, KPCo, OPCo and      with AEPSC as agent, as amended.                                                                                                                                                                                                        |   | 1985      Form 10-K, Ex 10(b)1988      Form 10-K, Ex 10(b)(2)                                                                                                                                                                                                                                                                                                                                                                                       |
| 10(d)(1)                                                                                      |   | Amended      and Restated Operating Agreement of PJM and AEPSC on behalf of APCo,      CSPCo, I&M, KPCo, OPCo, Kingsport Power Company and Wheeling Power      Company.                                                                                                                                                               |   | 2004      Form 10-K, Ex 10(d)(1)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10(d)(2)                                                                                      |   | PJM      West Reliability Assurance Agreement among Load Serving Entities in the      PJM West service area.                                                                                                                                                                                                                              |   | 2004      Form 10-K, Ex 10(d)(2)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10(d)(3)                                                                                      |   | Master      Setoff and Netting Agreement among PJM and AEPSC on behalf of APCo, CSPCo,      I&M, KPCo, OPCo, Kingsport Power Company and Wheeling Power      Company.                                                                                                                                                                 |   | 2004      Form 10-K, Ex 10(d)(3)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10(e)                                                                                         |   | Modification      No. 1 to the AEP System Interim Allowance Agreement, dated July 28, 1994,      among APCo, CSPCo, I&M, KPCo, OPCo and AEPSC.                                                                                                                                                                                        |   | 1996      Form 10-K, Ex 10(l), File No. 1-3525                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10(f)                                                                                         |   | Consent      Decree with U.S. District Court.                                                                                                                                                                                                                                                                                             |   | Form      8-K, Ex 10.1 dated October 9, 2007                                                                                                                                                                                                                                                                                                                                                                                                        |
| †10(g)                                                                                  |   | AEP System Senior Officer Annual Incentive      Compensation Plan amended and restated effective December 13,      2006.                                                                                                                                                                                                                  |   | Form      8-K, Ex 10.1 dated  April 25, 2007                                                                                                                                                                                                                                                                                                                                                                                              |
| †10(h)(1)                                                                               |   | AEP      System Excess Benefit Plan, Amended and Restated as of January 1,      2008.                                                                                                                                                                                                                                                     |   | 2008      Form 10-K, Ex 10(h)(1)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(h)(2)                                                                               |   | AEP      System Supplemental Retirement Savings Plan, Amended and Restated as of      January 1, 2008 (Non-Qualified).                                                                                                                                                                                                                    |   | 2008      Form 10-K, Ex 10(h)(2)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(h)(3)                                                                               |   | AEPSC      Umbrella Trust for Executives.                                                                                                                                                                                                                                                                                                 |   | 1993      Form 10-K, Ex 10(g)(3), File No. 1-3525                                                                                                                                                                                                                                                                                                                                                                                                   |
| †10(h)(3)(A)                                                                            |   | First      Amendment to AEPSC Umbrella Trust for Executives.                                                                                                                                                                                                                                                                              |   | 2008      Form 10-K, Ex 10(h)(3)(A)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| †10(i)                                                                                  |   | Employment      Agreement between AEP, AEPSC and Michael G. Morris dated December 15,      2003.                                                                                                                                                                                                                                          |   | 2003      Form 10-K, Ex 10(m)(1)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(i)(A)                                                                               |   | Amendment      to Employment Agreement between AEP, AEPSC and Michael G. Morris dated      December 9, 2008.                                                                                                                                                                                                                              |   | 2008      Form 10-K, Ex 10(i)(A)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(i)(2)                                                                               |   | Memorandum      of Agreement between Susan Tomasky and AEPSC dated January 3,      2001.                                                                                                                                                                                                                                                  |   | 2000      Form 10-K, Ex 10(s), File No. 1-3525                                                                                                                                                                                                                                                                                                                                                                                                      |
| †10(i)(3)                                                                               |   | Letter      Agreement dated June 23, 2000 between AEPSC and Holly K.      Koeppel.                                                                                                                                                                                                                                                        |   | 2002      Form 10-K, Ex 10(m)(3)(A)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| †10(i)(4)                                                                               |   | Employment      Agreement dated July 29, 1998 between AEPSC and Robert P.      Powers.                                                                                                                                                                                                                                                    |   | 2002      Form 10-K, Ex 10(m)(4)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(i)(4)(A)                                                                            |   | Amendment      to Employment Agreement dated December 9, 2008 between AEPSC and Robert P.      Powers.                                                                                                                                                                                                                                    |   | 2008      Form 10-K, Ex 10(i)(4)(A)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| †10(i)(5)                                                                               |   | Letter      Agreement dated June 9, 2004 between AEPSC and Carl    English.                                                                                                                                                                                                                                                               |   | Form      10-Q, Ex 10(b), September 30, 2004                                                                                                                                                                                                                                                                                                                                                                                                        |
| †10(i)(6)                                                                               |   | Letter      Agreements dated June 14, 2004 and June 17, 2004 between AEPSC and John B.      Keane.                                                                                                                                                                                                                                        |   | 2006      Form 10-K, Ex 10(h)(5)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(j)                                                                                  |   | AEP      System Senior Officer Annual Incentive Compensation Plan, amended and      restated effective December 13, 2006.                                                                                                                                                                                                                 |   | Form      8-K, Ex 10.1 dated April 25, 2007                                                                                                                                                                                                                                                                                                                                                                                                         |
| †10(k)(1)                                                                               |   | AEP      System Survivor Benefit Plan, effective January 27, 1998.                                                                                                                                                                                                                                                                        |   | Form      10-Q, Ex 10, September 30, 1998                                                                                                                                                                                                                                                                                                                                                                                                           |
| †10(k)(1)(A)                                                                            |   | First      Amendment to AEP System Survivor Benefit Plan, as amended and restated      effective January 31, 2000.                                                                                                                                                                                                                        |   | 2002      Form 10-K, Ex 10(o)(2)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(k)(1)(B)                                                                            |   | Second      Amendment to AEP System Survivor Benefit Plan, as amended and restated      effective January 1, 2008.                                                                                                                                                                                                                        |   | 2008      Form 10-K, Ex 10(k)(1)(B)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| *†10(l)                                                                                 |   | AEP      Change In Control Agreement, effective November 1, 2009.                                                                                                                                                                                                                                                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| †10(m)(1)                                                                               |   | Amended      and Restated AEP System Long-Term Incentive Plan.                                                                                                                                                                                                                                                                            |   | Form      8-K, Ex 10.1, dated April 26, 2005                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10(m)(1)(A)                                                                                   |   | First      Amendment to Amended and Restated AEP System Long-Term Incentive      Plan.                                                                                                                                                                                                                                                    |   | 2007      Form 10-K, Ex 10(l)(1)(A)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| †10(m)(2)                                                                               |   | Form      of Performance Share Award Agreement furnished to participants of the AEP      System Long-Term Incentive Plan, as amended.                                                                                                                                                                                                     |   | Form      10-Q, Ex 10(c), November 5, 2004                                                                                                                                                                                                                                                                                                                                                                                                          |
| †10(m)(3)                                                                               |   | Form      of Restricted Stock Unit Agreement furnished to participants of the AEP      System Long-Term Incentive Plan, as amended.                                                                                                                                                                                                       |   | Form      10-Q, Ex 10(a), March 31, 2005                                                                                                                                                                                                                                                                                                                                                                                                            |
| †10(m)(3)(A)                                                                            |   | Amendment      to Form of Restricted Stock Unit Agreement furnished to participants of      the AEP System Long-Term Incentive Plan, as amended.                                                                                                                                                                                          |   | 2008      Form 10-K, Ex10(m)(3)(A)                                                                                                                                                                                                                                                                                                                                                                                                                  |
| *†10(n)                                                                                 |   |  AEP      System Stock Ownership Requirement Plan Amended and Restated Effective      January 1, 2010.                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| †10(o)                                                                                  |   | Central      and South West System Special Executive Retirement Plan Amended and      Restated effective January 1, 2009.                                                                                                                                                                                                                 |   | 2008      Form 10-K, Ex 10(n)                                                                                                                                                                                                                                                                                                                                                                                                                       |
| †10(p)                                                                                  |   | AEP      System Incentive Compensation Deferral Plan Amended and Restated as of      January 1, 2008.                                                                                                                                                                                                                                     |   | 2008      Form 10-K, Ex 10(o)                                                                                                                                                                                                                                                                                                                                                                                                                       |
| †10(q)                                                                                  |   | AEP      System Nuclear Performance Long Term Incentive Compensation Plan dated      August 1, 1998.                                                                                                                                                                                                                                      |   | 2002      Form 10-K, Ex 10(r)                                                                                                                                                                                                                                                                                                                                                                                                                       |
| †10(r)                                                                                  |   | Nuclear      Key Contributor Retention Plan Amended and Restated as of January 1,      2008.                                                                                                                                                                                                                                              |   | 2008      Form 10-K, Ex 10(q)                                                                                                                                                                                                                                                                                                                                                                                                                       |
| *12                                                                                           |   | Statement      re: Computation of Ratios.                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *13                                                                                           |   | Copy      of those portions of the APCo 2009 Annual Report (for the fiscal year      ended December 31, 2009) which are incorporated by reference in this      filing.                                                                                                                                                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 21                                                                                            |   | List      of subsidiaries of APCo.                                                                                                                                                                                                                                                                                                        |   | 2006      Form 10-K, Ex 21, File No. 1-3525                                                                                                                                                                                                                                                                                                                                                                                                         |
| *23                                                                                           |   | Consent      of Deloitte & Touche LLP.                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *24                                                                                           |   | Power      of Attorney.                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *31(a)                                                                                        |   | Certification      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002.                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *31(b)                                                                                        |   | Certification      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002.                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *32(a)                                                                                        |   | Certification      of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title      18 of the United States Code.                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *32(b)                                                                                        |   | Certification      of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title      18 of the United States Code.                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| REGISTRANT:         CSPCo‡    File No. 1-2680             |   |                                                                                                                                                                                                                                                                                                                                      |
| 3(a)                                                                                          |   | Composite      of Amended Articles of Incorporation of CSPCo, dated May 19,      1994.                                                                                                                                                                                                                                                    |   | 1994      Form 10-K, Ex 3(c)                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 3(b)                                                                                          |   | Amended      Code of Regulations of CSPCo.                                                                                                                                                                                                                                                                                                |   | Form      10-Q, Ex 3(b) June 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4(a)                                                                                          |   | Indenture      (for unsecured debt securities), dated as of September 1, 1997, between      CSPCo and Bankers Trust Company, as Trustee.                                                                                                                                                                                                  |   | Registration      Statement No. 333-54025, Ex 4(a)(b)(c)(d)Registration      Statement No. 333-128174, Ex 4(b)(c)(d)Registration      Statement No. 333-150603. Ex 4(b)                                                                                                                                                                                                                                                                             |
| 4(b)                                                                                          |   | Indenture      (for unsecured debt securities), dated as of February 1, 2003, between      CSPCo and Bank One, N.A., as Trustee.                                                                                                                                                                                                          |   | Registration      Statement No. 333-128174, Ex 4(e)(f)(g)Registration      Statement No. 333-150603 Ex 4(b)                                                                                                                                                                                                                                                                                                                                         |
| 4(c)                                                                                          |   | Company      Order and Officer’s Certificate to Deutsche Bank Trust Company Americas,      dated May 16, 2008, establishing terms of 6.05% Senior Notes, Series G,      due 2018.                                                                                                                                                   |   | Form      8-K, Ex 4(a), dated May 16, 2008                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4(d)                                                                                          |   | $650      Million Credit Agreement, dated as of April 4, 2008, among AEP, TCC, TNC,      APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial Lenders      named therein, the Swingline Bank party thereto, the LC Issuing Banks      party thereto, and JPMorgan Chase Bank, N.A., as Administrative      Agent.                |   | Form      10-Q, Ex 10(c) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4(e)                                                                                          |   | Amendment,      dated as of April 25, 2008, to $650 Million Credit Agreement, among AEP,      TCC, TNC, APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial      Lenders named therein, the Swingline Bank party thereto, the LC Issuing      Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative      Agent. |   | Form      10-Q, Ex 10(d) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4(f)                                                                                          |   | $350      Million Credit Agreement, dated as of April 4, 2008, among AEP, TCC, TNC,      APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial Lenders      named therein, the Swingline Bank party thereto, the LC Issuing Banks      party thereto, and JPMorgan Chase Bank, N.A., as Administrative      Agent.                |   | Form      10-Q, Ex 10(e) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4(g)                                                                                          |   | Amendment,      dated as of April 25, 2008, to $350 Million Credit Agreement, among AEP,      TCC, TNC, APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial      Lenders named therein, the Swingline Bank party thereto, the LC Issuing      Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative      Agent. |   | Form      10-Q, Ex 10(f) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10(a)(1)                                                                                      |   | Power      Agreement, dated October 15, 1952, between OVEC and United States of      America, acting by and through the United States Atomic Energy Commission,      and, subsequent to January 18, 1975, the Administrator of the Energy      Research and Development Administration, as amended.                                       |   | Registration      Statement No. 2-60015, Ex 5(a)Registration      Statement No. 2-63234, Ex 5(a)(1)(B)Registration      Statement No. 2-66301, Ex 5(a)(1)(C)Registration      Statement No. 2-67728, Ex 5(a)(1)(B)APCo      1989 Form 10-K, Ex 10(a)(1)(F), File No. 1-3457APCo      1992 Form 10-K, Ex 10(a)(1)(B), File No.1-3457                                                                                                                 |
| 10(a)(2)                                                                                      |   | Inter-Company      Power Agreement, dated July 10, 1953, among OVEC and the Sponsoring      Companies, as amended March 13, 2006.                                                                                                                                                                                                         |   | 2005      Form 10-K, Ex 10(a)(2)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10(a)(3)                                                                                      |   | Power      Agreement, dated July 10, 1953, between OVEC and Indiana-Kentucky Electric      Corporation, as amended.                                                                                                                                                                                                                       |   | Registration      Statement No. 2-60015, Ex 5(e)                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10(b)(1)                                                                                      |   | Interconnection      Agreement, dated July 6, 1951, among APCo, CSPCo, KPCo, OPCo and I&M      and AEPSC, as amended.                                                                                                                                                                                                                 |   | Registration      Statement No. 2-52910, Ex 5(a)Registration      Statement No. 2-61009, Ex 5(b)1990      Form 10-K, Ex 10(a)(3), File No. 1-3525                                                                                                                                                                                                                                                                                                   |
| 10(b)(2)                                                                                      |   | Unit      Power Agreement, dated March 15, 2007 between AEGCo and    CSPCo.                                                                                                                                                                                                                                                               |   | 2007      Form 10-K, Ex 10(b)(2)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10(c)                                                                                         |   | Transmission      Agreement, dated April 1, 1984, among APCo, CSPCo, I&M, KPCo, OPCo,      and with AEPSC as agent, as amended.                                                                                                                                                                                                       |   | 1985      Form 10-K, Ex 10(b), File No. 1-35251988      Form 10-K, Ex 10(b)(2) File No. 1-3525                                                                                                                                                                                                                                                                                                                                                      |
| 10(d)(1)                                                                                      |   | Amended      and Restated Operating Agreement of PJM and AEPSC on behalf of APCo,      CSPCo, I&M, KPCo, OPCo, Kingsport Power Company and Wheeling Power      Company.                                                                                                                                                               |   | 2004      Form 10-K, Ex 10(d)(1)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10(d)(2)                                                                                      |   | PJM      West Reliability Assurance Agreement among Load Serving Entities in the      PJM West service area.                                                                                                                                                                                                                              |   | 2004      Form 10-K, Ex 10(d)(2)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10(d)(3)                                                                                      |   | Master      Setoff and Netting Agreement among PJM and AEPSC on behalf of APCo, CSPCo,      I&M, KPCo, OPCo, Kingsport Power Company and Wheeling Power      Company.                                                                                                                                                                 |   | 2004      Form 10-K, Ex 10(d)(3)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10(e)                                                                                         |   | Modification      No. 1 to the AEP System Interim Allowance Agreement, dated July 28, 1994,      among APCo, CSPCo, I&M, KPCo, OPCo and AEPSC.                                                                                                                                                                                        |   | 1996      Form 10-K, Ex 10(l), File No. 1-3525                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10(f)                                                                                         |   | Consent      Decree with U.S. District Court.                                                                                                                                                                                                                                                                                             |   | Form      8-K, Ex 10.1 dated October 9, 2007                                                                                                                                                                                                                                                                                                                                                                                                        |
| *12                                                                                           |   | Statement      re: Computation of Ratios.                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *13                                                                                           |   | Copy      of those portions of the CSPCo 2009 Annual Report (for the fiscal year      ended December 31, 2009) which are incorporated by reference in this      filing.                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 21                                                                                            |   | List      of subsidiaries of CSPCo.                                                                                                                                                                                                                                                                                                       |   | 2006      Form 10-K, Ex 21, File No. 1-3525                                                                                                                                                                                                                                                                                                                                                                                                         |
| *23                                                                                           |   | Consent      of Deloitte & Touche LLP.                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *24                                                                                           |   | Power      of Attorney.                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *31(a)                                                                                        |   | Certification      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002.                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *31(b)                                                                                        |   | Certification      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002.                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *32(a)                                                                                        |   | Certification      of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title      18 of the United States Code.                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *32(b)                                                                                        |   | Certification      of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title      18 of the United States Code.                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| REGISTRANT:    I&M‡    File      No. 1-3570 |   |                                                                                                                                                                                                                                                                                                                                      |
| 3(a)                                                                                          |   | Composite      of the Amended Articles of Acceptance of I&M, dated of March 7,      1997.                                                                                                                                                                                                                                             |   | 1996      Form 10-K, Ex 3(c)                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 3(b)                                                                                          |   | Composite      By-Laws of I&M, amended as of February 26, 2008.                                                                                                                                                                                                                                                                       |   | 2007      Form 10-K, Ex 3(b)                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4(a)                                                                                          |   | Indenture      (for unsecured debt securities), dated as of October 1, 1998, between      I&M and The Bank of New York, as Trustee.                                                                                                                                                                                         |   | Registration      Statement No. 333-88523, Ex 4(a)(b)(c)Registration      Statement No. 333-58656, Ex 4(b)(c)Registration      Statement No. 333-108975, Ex 4(b)(c)(d)Registration      Statement No. 333-136538, Ex 4(b)(c)Registration      Statement No. 333-156182, Ex 4(b)                                                                                                                                                                     |
| 4(b)                                                                                          |   | Company      Order and Officer’s Certificate to The Bank of New York, dated January 15,      2009 establishing terms of 7.00% Senior Notes,  Series I due      2019.                                                                                                                                                      |   | Form      8-K, Ex 4(a) dated January 15, 2009                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4(c)                                                                                          |   | $650      Million Credit Agreement, dated as of April 4, 2008, among AEP, TCC, TNC,      APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial Lenders      named therein, the Swingline Bank party thereto, the LC Issuing Banks      party thereto, and JPMorgan Chase Bank, N.A., as Administrative      Agent.                |   | Form      10-Q, Ex.10(c) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4(d)                                                                                          |   | Amendment,      dated as of April 25, 2008, to $650 Million Credit Agreement, among AEP,      TCC, TNC, APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial      Lenders named therein, the Swingline Bank party thereto, the LC Issuing      Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative      Agent. |   | Form      10-Q, Ex.10(d) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4(e)                                                                                          |   | $350      Million Credit Agreement, dated as of April 4, 2008, among AEP, TCC, TNC,      APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial Lenders      named therein, the Swingline Bank party thereto, the LC Issuing Banks      party thereto, and JPMorgan Chase Bank, N.A., as Administrative      Agent.                |   | Form      10-Q, Ex.10(e) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4(f)                                                                                          |   | Amendment,      dated as of April 25, 2008, to $350 Million Credit Agreement, among AEP,      TCC, TNC, APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial      Lenders named therein, the Swingline Bank party thereto, the LC Issuing      Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative      Agent. |   | Form      10-Q, Ex.10(f) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10(a)(1)                                                                                      |   | Power      Agreement, dated October 15, 1952, between OVEC and United States of      America, acting by and through the United States Atomic Energy Commission,      and, subsequent to January 18, 1975, the Administrator of the Energy      Research and Development Administration, as amended.                                       |   | Registration      Statement No. 2-60015, Ex 5(a)Registration      Statement No. 2-63234, Ex 5(a)(1)(B)Registration      Statement No. 2-66301, Ex 5(a)(1)(C)Registration      Statement No. 2-67728, Ex 5(a)(1)(D)APCo      1989 Form 10-K, Ex 10(a)(1)(F), File No. 1-3457APCo      1992 Form 10-K, Ex 10(a)(1)(B), File No. 1-3457                                                                                                                |
| 10(a)(2)                                                                                      |   | Inter-Company      Power Agreement, dated as of July 10, 1953, among OVEC and the Sponsoring      Companies, as amended, March 13, 2006.                                                                                                                                                                                                  |   | 2005      Form 10-K, Ex 10(a)(2)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10(a)(3)                                                                                      |   | Power      Agreement, dated July 10, 1953, between OVEC and Indiana-Kentucky Electric      Corporation, as amended.                                                                                                                                                                                                                       |   | Registration      Statement No. 2-60015, Ex 5(e)                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10(a)(4)                                                                                      |   | Inter-Company      Power Agreement, dated as of July 10, 1953, among OVEC and the Sponsoring      Companies, as amended.                                                                                                                                                                                                                  |   | Registration      Statement No. 2-60015, Ex 5(c)Registration      Statement No. 2-67728, Ex 5(a)(3)(B)APCo      1992 Form 10-K, Ex 10(a)(2)(B), File No. 1-3457                                                                                                                                                                                                                                                                                     |
| 10(b)(1)                                                                                      |   | Interconnection      Agreement, dated July 6, 1951, among APCo, CSPCo, KPCo, I&M, and OPCo      and with AEPSC, as amended.                                                                                                                                                                                                           |   | Registration      Statement No. 2-52910, Ex 5(a)Registration      Statement No. 2-61009, Ex 5(b)1990      Form 10-K, Ex 10(a)(3), File No. 1-3525                                                                                                                                                                                                                                                                                                   |
| 10(b)(2)                                                                                      |   | Unit      Power Agreement dated as of March 31, 1982 between AEGCo and I&M, as      amended.                                                                                                                                                                                                                                          |   | Registration      Statement No. 33-32752, Ex 28(b)(1)(A)(B)                                                                                                                                                                                                                                                                                                                                                                                         |
| 10(c)                                                                                         |   | Transmission      Agreement, dated April 1, 1984, among APCo, CSPCo, I&M, KPCo, OPCo and      with AEPSC as agent, as amended.                                                                                                                                                                                                        |   | 1985      Form 10-K, Ex 10(b), File No. 1-35251988      Form 10-K, File No. 1-3525, Ex 10(b)(2)                                                                                                                                                                                                                                                                                                                                                     |
| 10(d)(1)                                                                                      |   | Amended      and Restated Operating Agreement of PJM and AEPSC on behalf of APCo,      CSPCo, I&M, KPCo, OPCo, Kingsport Power Company and Wheeling Power      Company.                                                                                                                                                               |   | 2004      Form 10-K, Ex 10(d)(1)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10(d)(2)                                                                                      |   | PJM      West Reliability Assurance Agreement among Load Serving Entities in the      PJM West service area.                                                                                                                                                                                                                              |   | 2004      Form 10-K, Ex 10(d)(2)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10(d)(3)                                                                                      |   | Master      Setoff and Netting Agreement among PJM and AEPSC on behalf of APCo, CSPCo,      I&M, KPCo, OPCo, Kingsport Power Company and Wheeling Power      Company.                                                                                                                                                                 |   | 2004      Form 10-K, Ex 10(d)(3)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10(e)                                                                                         |   | Modification      No. 1 to the AEP System Interim Allowance Agreement, dated July 28, 1994,      among APCo, CSPCo, I&M, KPCo, OPCo and AEPSC.                                                                                                                                                                                        |   | 1996      Form 10-K, Ex 10(l), File No. 1-3525                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10(f)                                                                                         |   | Consent      Decree with U.S. District Court.                                                                                                                                                                                                                                                                                             |   | Form      8-K, Ex 10.1 dated October 9, 2007                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10(g)                                                                                         |   | Lease      Agreements, dated as of December 1, 1989, between I&M and Wilmington      Trust Company, as amended.                                                                                                                                                                                                                       |   | Registration      Statement No. 33-32753, Ex 28(a)(1-6)(C)1993      Form 10-K, Ex 10(e)(1-6)(B)                                                                                                                                                                                                                                                                                                                                                     |
| *12                                                                                           |   | Statement      re: Computation of Ratios.                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *13                                                                                           |   | Copy      of those portions of the I&M 2008 Annual Report (for the fiscal year      ended December 31, 2009) which are incorporated by reference in this      filing.                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 21                                                                                            |   | List      of subsidiaries of I&M.                                                                                                                                                                                                                                                                                                     |   | 2006      Form 10-K, Ex 21, File No. 1-3525                                                                                                                                                                                                                                                                                                                                                                                                         |
| *23                                                                                           |   | Consent      of Deloitte & Touche LLP.                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *24                                                                                           |   | Power      of Attorney.                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *31(a)                                                                                        |   | Certification      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002.                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *31(b)                                                                                        |   | Certification      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002.                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *32(a)                                                                                        |   | Certification      of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title      18 of the United States Code.                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *32(b)                                                                                        |   | Certification      of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title      18 of the United States Code.                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| REGISTRANT:         OPCo‡    File No.1-6543               |   |                                                                                                                                                                                                                                                                                                                                      |
| 3(a)                                                                                          |   | Composite      of the Amended Articles of Incorporation of OPCo, dated June 3,      2002.                                                                                                                                                                                                                                                 |   | Form      10-Q, Ex 3(e), June 30, 2002                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3(b)                                                                                          |   | Amended      Code of Regulations of OPCo.                                                                                                                                                                                                                                                                                                 |   | Form      10-Q, Ex 3(b), June 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4(a)                                                                                          |   | Indenture      (for unsecured debt securities), dated as of September 1, 1997, between      OPCo and Bankers Trust Company (now Deutsche Bank Trust Company Americas),      as Trustee.                                                                                                                                              |   | Registration      Statement No. 333-49595, Ex 4(a)(b)(c)Registration      Statement No. 333-106242, Ex 4(b)(c)(d)Registration      Statement No. 333-75783, Ex 4(b)(c)Registration      Statement No. 333-127913, Ex 4(b)(c)Registration      Statement No. 333-139802, Ex 4(a)(b)(c)Registration      Statement No. 333-139802, Ex 4(b)(c)(d)                                                                                                      |
| 4(b)                                                                                          |   | Company      Order and Officer’s Certificate to Deutsche Bank Trust Company Americas,      dated April 5, 2007, establishing terms of Floating Rate Notes, Series      B.                                                                                                                                                           |   | Form      8-K, Ex 4(a) dated April 5, 2007                                                                                                                                                                                                                                                                                                                                                                                                          |
| *4(c)                                                                                         |   | Company      Order and Officer’s Certificate to Deutsche Bank Trust Company Americas,      dated September 24, 2009, establishing terms of 5.375% Senior Notes,      Series M due 2021.                                                                                                                                             |   | Form      8-K, Ex 4(a) dated September 24, 2009                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4(d)                                                                                          |   | Indenture      (for unsecured debt securities), dated as of February 1, 2003, between      OPCo and Bank One, N.A., as Trustee.                                                                                                                                                                                                           |   | Registration      Statement No. 333-127913, Ex 4(d)(e)(f)                                                                                                                                                                                                                                                                                                                                                                                           |
| 4(e)                                                                                          |   | $650      Million Credit Agreement, dated as of April 4, 2008, among AEP, TCC, TNC,      APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial Lenders      named therein, the Swingline Bank party thereto, the LC Issuing Banks      party thereto, and JPMorgan Chase Bank, N.A., as Administrative      Agent.                |   | Form      10-Q, Ex 10(c) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4(f)                                                                                          |   | Amendment,      dated as of April 25, 2008, to $650 Million Credit Agreement, among AEP,      TCC, TNC, APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial      Lenders named therein, the Swingline Bank party thereto, the LC Issuing      Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative      Agent. |   | Form      10-Q, Ex 10(d) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4(g)                                                                                          |   | $350      Million Credit Agreement, dated as of April 4, 2008, among AEP, TCC, TNC,      APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial Lenders      named therein, the Swingline Bank party thereto, the LC Issuing Banks      party thereto, and JPMorgan Chase Bank, N.A., as Administrative      Agent.                |   | Form      10-Q, Ex 10(e) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4(h)                                                                                          |   | Amendment,      dated as of April 25, 2008, to $350 Million Credit Agreement, among AEP,      TCC, TNC, APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial      Lenders named therein, the Swingline Bank party thereto, the LC Issuing      Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative      Agent. |   | Form      10-Q, Ex 10(f) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10(a)(1)                                                                                      |   | Power      Agreement, dated October 15, 1952, between OVEC and United States of      America, acting by and through the United States Atomic Energy Commission,      and, subsequent to January 18, 1975, the Administrator of the Energy      Research and Development Administration, as amended.                                       |   | Registration      Statement No. 2-60015, Ex 5(a)Registration      Statement No. 2-63234, Ex 5(a)(1)(B)Registration      Statement No. 2-66301, Ex 5(a)(1)(C)Registration      Statement No. 2-67728, Ex 5(a)(1)(D)APCo      1989 Form 10-K, Ex 10(a)(1)(F), File No. 1-3457APCo      1992 Form 10-K, Ex 10(a)(1)(B), File No. 1-3457                                                                                                                |
| 10(a)(2)                                                                                      |   | Inter-Company      Power Agreement, dated July 10, 1953, among OVEC and the Sponsoring      Companies, as amended, March 13, 2006.                                                                                                                                                                                                        |   | 2005      Form 10-K, Ex 10(a)(2)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10(a)(3)                                                                                      |   | Power      Agreement, dated July 10, 1953, between OVEC and Indiana-Kentucky Electric      Corporation, as amended.                                                                                                                                                                                                                       |   | Registration      Statement No. 2-60015, Ex 5(e)                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10(b)                                                                                         |   | Interconnection      Agreement, dated July 6, 1951, among APCo, CSPCo, KPCo, I&M and OPCo      and with AEPSC, as amended.                                                                                                                                                                                                            |   | Registration      Statement No. 2-52910, Ex 5(a)Registration      Statement No. 2-61009, Ex 5(b)1990      Form 10-K, Ex 10(a)(3), File 1-3525                                                                                                                                                                                                                                                                                                       |
| 10(c)                                                                                         |   | Transmission      Agreement, dated April 1, 1984, among APCo, CSPCo, I&M, KPCo, OPCo and      with AEPSC as agent.                                                                                                                                                                                                                    |   | 1985      Form 10-K, Ex 10(b), File No. 1-35251988      Form 10-K, Ex 10(b)(2), File No. 1-3525                                                                                                                                                                                                                                                                                                                                                     |
| 10(d)(1)                                                                                      |   | Amended      and Restated Operating Agreement of PJM and AEPSC on behalf of APCo,      CSPCo, I&M, KPCo, OPCo, Kingsport Power Company and Wheeling Power      Company.                                                                                                                                                               |   | 2004      Form 10-K, Ex 10(d)(1)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10(d)(2)                                                                                      |   | PJM      West Reliability Assurance Agreement among Load Serving Entities in the      PJM West service area.                                                                                                                                                                                                                              |   | 2004      Form 10-K, Ex 10(d)(2)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10(d)(3)                                                                                      |   | Master      Setoff and Netting Agreement among PJM and AEPSC on behalf of APCo, CSPCo,      I&M, KPCo, OPCo, Kingsport Power Company and Wheeling Power      Company.                                                                                                                                                                 |   | 2004      Form 10-K, Ex 10(d)(3)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10(e)                                                                                         |   | Modification      No. 1 to the AEP System Interim Allowance Agreement, dated July 28, 1994,      among APCo, CSPCo, I&M, KPCo, OPCo and AEPSC.                                                                                                                                                                                        |   | 1996      Form 10-K, Ex 10(l), File No. 1-3525                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10(f)                                                                                         |   | Consent      Decree with U.S. District Court.                                                                                                                                                                                                                                                                                             |   | Form      8-K, Item Ex 10.1 dated October 9, 2007                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10(g)(1)                                                                                      |   | Amendment      No. 1, dated October 1, 1973, to Station Agreement dated January 1, 1968,      among OPCo, Buckeye and Cardinal Operating Company, and amendments      thereto.                                                                                                                                                            |   | 1993      Form 10-K, Ex 10(f)2003      Form 10-K, Ex 10(e)                                                                                                                                                                                                                                                                                                                                                                                          |
| 10(g)(2)                                                                                      |   | Amendment      No. 9, dated July 1, 2003, to Station Agreement dated January 1, 1968,      among OPCo, Buckeye and Cardinal Operating Company, and amendments      thereto.                                                                                                                                                               |   | Form      10-Q, Ex 10(a), September 30, 2004                                                                                                                                                                                                                                                                                                                                                                                                        |
| †10(h)                                                                                  |   | AEP      System Senior Officer Annual Incentive Compensation Plan amended and      restated effective December 13, 2006.                                                                                                                                                                                                                  |   | Form      8-K, Ex 10.1 dated  April 25, 2007                                                                                                                                                                                                                                                                                                                                                                                              |
| †10(i)(1)                                                                               |   | AEP      System Excess Benefit Plan, Amended and Restated as of January 1,      2008.                                                                                                                                                                                                                                                     |   | 2008      Form 10-K, Ex 10(j)(1)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(i)(2)                                                                               |   | AEP      System Supplemental Retirement Savings Plan, Amended and Restated as of      January 1, 2008. (Non-Qualified).                                                                                                                                                                                                                   |   | 2008      Form 10-K, Ex 10(j)(2)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(i)(3)                                                                               |   | AEPSC      Umbrella Trust for Executives.                                                                                                                                                                                                                                                                                                 |   | 1993      Form 10-K, Ex 10(g)(3), File No. 1-3525                                                                                                                                                                                                                                                                                                                                                                                                   |
| †10(i)(3)(A)                                                                            |   | First      Amendment to AEPSC Umbrella Trust for Executives.                                                                                                                                                                                                                                                                              |   | 2008      Form 10-K, Ex 10(j)(3)(A)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| †10(j)(1)                                                                               |   | Employment      Agreement between AEP, AEPSC and Michael G. Morris dated December 15,      2003.                                                                                                                                                                                                                                          |   | 2003      Form 10-K, Ex 10(m)(1)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(j)(1)(A)                                                                            |   | Amendment      to Employment Agreement between AEP, AEPSC and Michael G. Morris dated      December 9, 2008.                                                                                                                                                                                                                              |   | 2008      Form 10-K, Ex 10(k)(1)(A )                                                                                                                                                                                                                                                                                                                                                                                                                |
| †10(j)(2)                                                                               |   | Memorandum      of agreement between Susan Tomasky and AEPSC dated January 3,      2001.                                                                                                                                                                                                                                                  |   | 2000      Form 10-K, Ex 10(s), File No. 1-3525                                                                                                                                                                                                                                                                                                                                                                                                      |
| †10(j)(3)                                                                               |   | Letter      Agreement dated June 23, 2000 between AEPSC and Holly K.      Koeppel.                                                                                                                                                                                                                                                        |   | 2002      Form 10-K, Ex 10(m)(3)(A)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| †10(j)(4)                                                                               |   | Employment      Agreement dated July 29, 1998 between AEPSC and Robert P.      Powers.                                                                                                                                                                                                                                                    |   | 2002      Form 10-K, Ex 10(m)(4)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(j)(4)(A)                                                                            |   | Amendment      to Employment Agreement dated December 9, 2008 between AEPSC and Robert P.      Powers.                                                                                                                                                                                                                                    |   | 2008      Form 10-K, Ex 10(k)(4)(A)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| †10(j)(5)                                                                               |   | Letter      Agreement dated June 9, 2004 between AEPSC and Carl    English.                                                                                                                                                                                                                                                               |   | Form      10-Q, Ex 10(b), September 30, 2004, File No. 1-3525                                                                                                                                                                                                                                                                                                                                                                                       |
| †10(j)(6)                                                                               |   | Letter      Agreements dated June 14, 2004 and June 17, 2004 between AEPSC and John B.      Keane.                                                                                                                                                                                                                                        |   | 2006      Form 10-K, Ex 10(j)(5)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(k)                                                                                  |   | AEP      System Senior Officer Annual Incentive Compensation Plan, amended and      restated effective December 13, 2006.                                                                                                                                                                                                                 |   | Form      8-K, Ex 10.1 dated April 25, 2007                                                                                                                                                                                                                                                                                                                                                                                                         |
| †10(l)(1)                                                                               |   | AEP      System Survivor Benefit Plan, effective January 27, 1998.                                                                                                                                                                                                                                                                        |   | Form      10-Q, Ex 10, September 30, 1998                                                                                                                                                                                                                                                                                                                                                                                                           |
| †10(l)(1)(A)                                                                            |   | First      Amendment to AEP System Survivor Benefit Plan, as amended and restated      effective January 31, 2000.                                                                                                                                                                                                                        |   | 2002      Form 10-K, Ex 10(o)(2)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(l)(1)(B)                                                                            |   | Second      Amendment to AEP System Survivor Benefit Plan, as amended and restated      effective January 1, 2008.                                                                                                                                                                                                                        |   | 2008      Form 10-K, Ex 10(m)(1)(B)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| *†10(m)                                                                                 |   | AEP      Change In Control Agreement, effective November 1, 2009.                                                                                                                                                                                                                                                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| †10(n)(1)                                                                               |   | Amended      and Restated AEP System Long-Term Incentive Plan.                                                                                                                                                                                                                                                                            |   | Form      8-K, Ex 10.1, dated April 26, 2005                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10(n)(1)(A)                                                                                   |   | First      Amendment to Amended and Restated AEP System Long-Term Incentive      Plan.                                                                                                                                                                                                                                                    |   | 2007      Form 10-K, Ex 10(n)(1)(A)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| †10(o)                                                                                  |   | Form      of Performance Share Award Agreement furnished to participants of the AEP      System Long-Term Incentive Plan, as amended.                                                                                                                                                                                                     |   | Form      10-Q, Ex 10(c), November 5, 2004,File      No. 1-3525                                                                                                                                                                                                                                                                                                                                                                                     |
| †10(p)(1)                                                                               |   | Form      of Restricted Stock Unit Agreement furnished to participants of the AEP      System Long-Term Incentive Plan, as amended.                                                                                                                                                                                                       |   | Form      10-Q, Ex 10(a), March 31, 2005                                                                                                                                                                                                                                                                                                                                                                                                            |
| †10(p)(1)(A)                                                                            |   | Amendment      to Form of Restricted Stock Unit Agreement furnished to participants of      the AEP System Long-Term Incentive Plan, as amended.                                                                                                                                                                                          |   | 2008      Form 10-K, Ex 10(q)(1)(A)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| *†10(q)                                                                                 |   |  AEP System Stock      Ownership Requirement Plan Amended and Restated Effective January 1,      2010.                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| †10(r)                                                                                  |   | Central      and South West System Special Executive Retirement Plan Amended and      Restated effective January 1, 2009.                                                                                                                                                                                                                 |   | 2008      Form 10, Ex 10(s)                                                                                                                                                                                                                                                                                                                                                                                                                         |
| †10(s)                                                                                  |   | AEP      System Incentive Compensation Deferral Plan Amended and Restated as of      January 1, 2008.                                                                                                                                                                                                                                     |   | 2008      Form 10, Ex 10(t)                                                                                                                                                                                                                                                                                                                                                                                                                         |
| †10(y)                                                                                  |   | AEP      System Nuclear Performance Long Term Incentive Compensation Plan dated      August 1, 1998.                                                                                                                                                                                                                                      |   | 2002      Form 10-K, Ex 10(r)                                                                                                                                                                                                                                                                                                                                                                                                                       |
| †10(u)                                                                                  |   | Nuclear      Key Contributor Retention Plan Amended and Restated as of January 1,      2008.                                                                                                                                                                                                                                              |   | 2008      Form 10, Ex 10(v)                                                                                                                                                                                                                                                                                                                                                                                                                         |
| *12                                                                                           |   | Statement      re: Computation of Ratios.                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *13                                                                                           |   | Copy      of those portions of the OPCo 2009 Annual Report (for the fiscal year      ended December 31, 2009) which are incorporated by reference in this      filing.                                                                                                                                                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 21                                                                                            |   | List      of subsidiaries of OPCo.                                                                                                                                                                                                                                                                                                        |   | 2006      Form 10-K, Ex 21, File No. 1-3525                                                                                                                                                                                                                                                                                                                                                                                                         |
| *23                                                                                           |   | Consent      of Deloitte & Touche LLP.                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *24                                                                                           |   | Power      of Attorney.                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *31(a)                                                                                        |   | Certification      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002.                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *31(b)                                                                                        |   | Certification      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002.                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *32(a)                                                                                        |   | Certification      of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title      18 of the United States Code.                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *32(b)                                                                                        |   | Certification      of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title      18 of the United States Code.                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| REGISTRANT:    PSO‡    File      No. 0-343      |   |                                                                                                                                                                                                                                                                                                                                      |
| 3(a)                                                                                          |   | Certificate      of Amendment to Restated Certificate of Incorporation of    PSO.                                                                                                                                                                                                                                                         |   | Form      10-Q, Ex 3(a), June 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3(b)                                                                                          |   | Composite      By-Laws of PSO amended as of February 26, 2008.                                                                                                                                                                                                                                                                            |   | 2007      Form 10-K, Ex 3 (b)                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4(a)                                                                                          |   | Indenture      (for unsecured debt securities), dated as of November 1, 2000, between PSO      and The Bank of New York, as Trustee.                                                                                                                                                                                                 |   | Registration      Statement No. 333-100623, Ex 4(a)(b)Registration      Statement No. 333-114665, Ex 4(b)(c)Registration      Statement No. 333-133548, Ex 4(b)(c)Registration      Statement No. 333-156319, Ex 4(b)(c)                                                                                                                                                                                                                            |
| *4(b)                                                                                         |   | Eighth      Supplemental Indenture, dated as of November 13, 2009 between PSO and The      Bank of New York Mellon, as Trustee, establishing terms of the 5.15%      Senior Notes, Series H, due 2019.                                                                                                                                    |   | Form      8-K, Ex 4(a), dated November 13, 2009                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4(c)                                                                                          |   | $650      Million Credit Agreement, dated as of April 4, 2008, among AEP, TCC, TNC,      APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial Lenders      named therein, the Swingline Bank party thereto, the LC Issuing Banks      party thereto, and JPMorgan Chase Bank, N.A., as Administrative      Agent.                |   | Form      10-Q, Ex 10(c) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4(d)                                                                                          |   | Amendment,      dated as of April 25, 2008, to $650 Million Credit Agreement, among AEP,      TCC, TNC, APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial      Lenders named therein, the Swingline Bank party thereto, the LC Issuing      Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative      Agent. |   | Form      10-Q, Ex 10(d) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4(e)                                                                                          |   | $350      Million Credit Agreement, dated as of April 4, 2008, among AEP, TCC, TNC,      APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial Lenders      named therein, the Swingline Bank party thereto, the LC Issuing Banks      party thereto, and JPMorgan Chase Bank, N.A., as Administrative      Agent.                |   | Form      10-Q, Ex 10(e) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4(f)                                                                                          |   | Amendment,      dated as of April 25, 2008, to $350 Million Credit Agreement, among AEP,      TCC, TNC, APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial      Lenders named therein, the Swingline Bank party thereto, the LC Issuing      Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative      Agent. |   | Form      10-Q, Ex 10(f) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10(a)                                                                                         |   | Restated      and Amended Operating Agreement, among PSO, SWEPCo and AEPSC, Issued on      February 10, 2006, Effective May 1, 2006.                                                                                                                                                                                                      |   | Form      10-Q, Ex 10(a), March 31, 2006                                                                                                                                                                                                                                                                                                                                                                                                            |
| *10(b)                                                                                        |   | Restated      and Amended Transmission Coordination Agreement, dated April 15, 2002,      among PSO, SWEPCo,  TNC and AEPSC.                                                                                                                                                                                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| †10(c)                                                                                  |   | AEP      System Senior Officer Annual Incentive Compensation Plan amended and      restated effective December 13, 2006.                                                                                                                                                                                                                  |   | Form      8-K, Ex 10.1 dated  April 25, 2007                                                                                                                                                                                                                                                                                                                                                                                              |
| †10(d)(1)                                                                               |   | AEP      System Excess Benefit Plan, Amended and Restated as of January 1,      2008.                                                                                                                                                                                                                                                     |   | 2008      Form 10-K, Ex 10(d)(1)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(d)(2)                                                                               |   | AEP      System Supplemental Retirement Savings Plan, Amended and Restated as of      January 1, 2008 (Non-Qualified).                                                                                                                                                                                                                    |   | 2008      Form 10-K, Ex 10(d)(2)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(d)(3)                                                                               |   | AEPSC      Umbrella Trust for Executives.                                                                                                                                                                                                                                                                                                 |   | 1993      Form 10-K, Ex 10(g)(3), File No. 1-3525                                                                                                                                                                                                                                                                                                                                                                                                   |
| †10(d)(3)(A)                                                                            |   | First      Amendment to AEPSC Umbrella Trust for Executives.                                                                                                                                                                                                                                                                              |   | 2008      Form 10-K, Ex 10(d)(3)(A)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| †10(e)                                                                                  |   | Employment      Agreement between AEP, AEPSC and Michael G. Morris dated December 15,      2003.                                                                                                                                                                                                                                          |   | 2003      Form 10-K, Ex 10(m)(1)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(e)(A)                                                                               |   | Amendment      to Employment Agreement between AEP, AEPSC and Michael G. Morris dated      December 9, 2008.                                                                                                                                                                                                                              |   | 2008      Form 10-K, Ex 10(e)(A)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(e)(2)                                                                               |   | Memorandum      of Agreement between Susan Tomasky and AEPSC dated January 3,      2001.                                                                                                                                                                                                                                                  |   | 2000      Form 10-K, Ex 10(s), File No. 1-3525                                                                                                                                                                                                                                                                                                                                                                                                      |
| †10(e)(3)                                                                               |   | Letter      Agreement dated June 23, 2000 between AEPSC and Holly K.      Koeppel.                                                                                                                                                                                                                                                        |   | 2002      Form 10-K, Ex 10(m)(3)(A)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| †10(e)(4)                                                                               |   | Employment      Agreement dated July 29, 1998 between AEPSC and Robert P.      Powers.                                                                                                                                                                                                                                                    |   | 2002      Form 10-K, Ex 10(m)(4)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(e)(4)(A)                                                                            |   | Amendment      to Employment Agreement dated December 9, 2008 between AEPSC and Robert P.      Powers.                                                                                                                                                                                                                                    |   | 2008      Form 10-K, Ex 10(e)(4)(A)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| †10(e)(5)                                                                               |   | Letter      Agreement dated June 9, 2004 between AEPSC and Carl    English.                                                                                                                                                                                                                                                               |   | Form      10-Q, Ex 10(b), September 30, 2004                                                                                                                                                                                                                                                                                                                                                                                                        |
| †10(e)(6)                                                                               |   | Letter      Agreements dated June 14, 2004 and June 17, 2004 between AEPSC and John B.      Keane.                                                                                                                                                                                                                                        |   | 2006      Form 10-K, Ex 10(h)(5)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(f)                                                                                  |   | AEP      System Senior Officer Annual Incentive Compensation Plan, amended and      restated effective December 13, 2006.                                                                                                                                                                                                                 |   | Form      8-K, Ex 10.1 dated April 25, 2007                                                                                                                                                                                                                                                                                                                                                                                                         |
| †10(g)(1)                                                                               |   | AEP      System Survivor Benefit Plan, effective January 27, 1998.                                                                                                                                                                                                                                                                        |   | Form      10-Q, Ex 10, September 30, 1998                                                                                                                                                                                                                                                                                                                                                                                                           |
| †10(g)(1)(A)                                                                            |   | First      Amendment to AEP System Survivor Benefit Plan, as amended and restated      effective January 31, 2000.                                                                                                                                                                                                                        |   | 2002      Form 10-K, Ex 10(o)(2)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(g)(1)(B)                                                                            |   |  Second      Amendment to AEP System Survivor Benefit Plan, as amended and restated      effective January 1, 2008.                                                                                                                                                                                                                  |   | 2008      Form 10-K, Ex 10(g)(1)(B)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| *†10(h)                                                                                 |   | AEP      Change In Control Agreement, effective November 1, 2009.                                                                                                                                                                                                                                                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| †10(i)(1)                                                                               |   | Amended      and Restated AEP System Long-Term Incentive Plan.                                                                                                                                                                                                                                                                            |   | Form      8-K, Ex 10.1, dated April 26, 2005                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10(i)(1)(A)                                                                                   |   | First      Amendment to Amended and Restated AEP System Long-Term Incentive      Plan.                                                                                                                                                                                                                                                    |   | 2007      Form 10-K, Ex 10(l)(1)(A                                                                                                                                                                                                                                                                                                                                                                                                                  |
| †10(i)(2)                                                                               |   | Form      of Performance Share Award Agreement furnished to participants of the AEP      System Long-Term Incentive Plan, as amended.                                                                                                                                                                                                     |   | Form      10-Q, Ex 10(c), November 5, 2004                                                                                                                                                                                                                                                                                                                                                                                                          |
| †10(i)(3)                                                                               |   | Form      of Restricted Stock Unit Agreement furnished to participants of the AEP      System Long-Term Incentive Plan, as amended.                                                                                                                                                                                                       |   | Form      10-Q, Ex 10(a), March 31, 2005                                                                                                                                                                                                                                                                                                                                                                                                            |
| †10(i)(3)(A)                                                                            |   | Amendment      to Form of Restricted Stock Unit Agreement furnished to participants of      the AEP System Long-Term Incentive Plan, as amended.                                                                                                                                                                                          |   | 2008      Form 10-K, Ex 10(i)(3)(A)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| *†10(j)                                                                                 |   | AEP      System Stock Ownership Requirement Plan Amended and Restated Effective      January 1, 2010.                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| †10(k)                                                                                  |   | Central      and South West System Special Executive Retirement Plan Amended and      Restated effective January 1, 2009.                                                                                                                                                                                                                 |   | 2008      Form 10-K, Ex 10(j)                                                                                                                                                                                                                                                                                                                                                                                                                       |
| †10(l)                                                                                  |   | AEP      System Incentive Compensation Deferral Plan Amended and Restated as of      January 1, 2008.                                                                                                                                                                                                                                     |   | 2008      Form 10-K, Ex 10(k)                                                                                                                                                                                                                                                                                                                                                                                                                       |
| †10(m)                                                                                  |   | AEP      System Nuclear Performance Long Term Incentive Compensation Plan dated      August 1, 1998.                                                                                                                                                                                                                                      |   | 2002      Form 10-K, Ex 10(p)                                                                                                                                                                                                                                                                                                                                                                                                                       |
| †10(n)                                                                                  |   | Nuclear      Key Contributor Retention Plan Amended and Restated as of January 1,      2008.                                                                                                                                                                                                                                              |   | 2008      Form 10-K, Ex 10(m)                                                                                                                                                                                                                                                                                                                                                                                                                       |
| *12                                                                                           |   | Statement      re: Computation of Ratios.                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *13                                                                                           |   | Copy      of those portions of the PSO 2009 Annual Report (for the fiscal year ended      December 31, 2009) which are incorporated by reference in this      filing.                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 21                                                                                            |   | List      of subsidiaries of PSO.                                                                                                                                                                                                                                                                                                         |   | 2006      Form 10-K, Ex 21, File No. 1-3525                                                                                                                                                                                                                                                                                                                                                                                                         |
| *23                                                                                           |   | Consent      of Deloitte & Touche LLP.                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *24                                                                                           |   | Power      of Attorney.                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *31(a)                                                                                        |   | Certification      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002.                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *31(b)                                                                                        |   | Certification      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002.                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *32(a)                                                                                        |   | Certification      of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title      18 of the United States Code.                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *32(b)                                                                                        |   | Certification      of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title      18 of the United States Code.                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| REGISTRANT:         SWEPCo‡    File No. 1-3146       |   |                                                                                                                                                                                                                                                                                                                                      |
| 3(a)                                                                                          |   | Composite      of Amended Restated Certificate of Incorporation ofSWEPCo.                                                                                                                                                                                                                                                                 |   | 2008      Form 10-K, Ex 3(a)                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 3(b)                                                                                          |   | Composite      By-Laws of SWEPCo amended as of February 26, 2008.                                                                                                                                                                                                                                                                         |   | 2007      Form 10-K, Ex 3(b)                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4(a)                                                                                          |   | Indenture      (for unsecured debt securities), dated as of February 4, 2000, between      SWEPCo and The Bank of New York, as Trustee.                                                                                                                                                                                         |   | Registration      Statement No. 333-96213Registration      Statement No. 333-87834, Ex 4(a)(b)Registration      Statement No. 333-100632, Ex 4(b)Registration      Statement No. 333-108045, Ex 4(b)Registration      Statement No. 333-145669, Ex 4(c)(d)Registration      Statement No. 333-161539, Ex 4(b)(c)                                                                                                                                    |
| 4(b)                                                                                          |   | $650      Million Credit Agreement, dated as of April 4, 2008, among AEP, TCC, TNC,      APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial Lenders      named therein, the Swingline Bank party thereto, the LC Issuing Banks      party thereto, and JPMorgan Chase Bank, N.A., as Administrative      Agent.                |   | Form      10-Q, Ex 10(c) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4(c)                                                                                          |   | Amendment,      dated as of April 25, 2008, to $650 Million Credit Agreement, among AEP,      TCC, TNC, APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial      Lenders named therein, the Swingline Bank party thereto, the LC Issuing      Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative      Agent. |   | Form      10-Q, Ex 10(d) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4(d)                                                                                          |   | $350      Million Credit Agreement, dated as of April 4, 2008, among AEP, TCC, TNC,      APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial Lenders      named therein, the Swingline Bank party thereto, the LC Issuing Banks      party thereto, and JPMorgan Chase Bank, N.A., as Administrative      Agent.                |   | Form      10-Q, Ex 10(e) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4(e)                                                                                          |   | Amendment,      dated as of April 25, 2008, to $350 Million Credit Agreement, among AEP,      TCC, TNC, APCo, CSPCo, I&M, KPCo, OPCo, PSO and SWEPCo, the Initial      Lenders named therein, the Swingline Bank party thereto, the LC Issuing      Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative      Agent. |   | Form      10-Q, Ex 10(f) September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10(a)                                                                                         |   | Restated      and Amended Operating Agreement, among PSO, TCC, TNC, SWEPCo and AEPSC,      Issued on February 10, 2006, Effective May 1, 2006.                                                                                                                                                                                            |   | Form      10-Q, Ex 10(a), March 31, 2006                                                                                                                                                                                                                                                                                                                                                                                                            |
| *10(b)                                                                                        |   | Restated      and Amended Transmission Coordination Agreement, dated April 15, 2002,      among PSO, SWEPCo,  TNC and AEPSC.                                                                                                                                                                                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| †10(c)                                                                                  |   | AEP      System Senior Officer Annual Incentive Compensation Plan amended and      restated effective December 13, 2006.                                                                                                                                                                                                                  |   | Form      8-K, Ex 10.1 dated  April 25, 2007                                                                                                                                                                                                                                                                                                                                                                                              |
| †10(d)(1)                                                                               |   | AEP      System Excess Benefit Plan, Amended and Restated as of January 1,      2008.                                                                                                                                                                                                                                                     |   | 2008      Form 10-K, Ex 10(d)(1)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(d)(2)                                                                               |   | AEP      System Supplemental Retirement Savings Plan, Amended and Restated as of      January 1, 2008 (Non-Qualified).                                                                                                                                                                                                                    |   | 2008      Form 10-K, Ex 10(d)(2)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(d)(3)                                                                               |   | AEPSC      Umbrella Trust for Executives.                                                                                                                                                                                                                                                                                                 |   | 1993      Form 10-K, Ex 10(g)(3), File No. 1-3525                                                                                                                                                                                                                                                                                                                                                                                                   |
| †10(d)(3)(A)                                                                            |   | First      Amendment to AEPSC Umbrella Trust for Executives.                                                                                                                                                                                                                                                                              |   | 2008      Form 10-K, Ex 10(d)(3)(A)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| †10(e)                                                                                  |   | Employment      Agreement between AEP, AEPSC and Michael G. Morris dated December 15,      2003.                                                                                                                                                                                                                                          |   | 2003      Form 10-K, Ex 10(m)(1)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(e)(A)                                                                               |   | Amendment      to Employment Agreement between AEP, AEPSC and Michael G. Morris dated      December 9, 2008.                                                                                                                                                                                                                              |   | 2008      Form 10-K, Ex 10(e)(A)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(e)(2)                                                                               |   | Memorandum      of Agreement between Susan Tomasky and AEPSC dated January 3,      2001.                                                                                                                                                                                                                                                  |   | 2000      Form 10-K, Ex 10(s), File No. 1-3525                                                                                                                                                                                                                                                                                                                                                                                                      |
| †10(e)(3)                                                                               |   | Letter      Agreement dated June 23, 2000 between AEPSC and Holly K.      Koeppel.                                                                                                                                                                                                                                                        |   | 2002      Form 10-K, Ex 10(m)(3)(A)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| †10(e)(4)                                                                               |   | Employment      Agreement dated July 29, 1998 between AEPSC and Robert P.      Powers.                                                                                                                                                                                                                                                    |   | 2002      Form 10-K, Ex 10(m)(4)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(e)(4)(A)                                                                            |   | Amendment      to Employment Agreement dated December 9, 2008 between AEPSC and Robert P.      Powers.                                                                                                                                                                                                                                    |   | 2008      Form 10-K, Ex 10(e)(4)(A)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| †10(e)(5)                                                                               |   | Letter      Agreement dated June 9, 2004 between AEPSC and Carl    English.                                                                                                                                                                                                                                                               |   | Form      10-Q, Ex 10(b), September 30, 2004                                                                                                                                                                                                                                                                                                                                                                                                        |
| †10(e)(6)                                                                               |   | Letter      Agreements dated June 14, 2004 and June 17, 2004 between AEPSC and John B.      Keane.                                                                                                                                                                                                                                        |   | 2006      Form 10-K, Ex 10(h)(5)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(f)                                                                                  |   | AEP      System Senior Officer Annual Incentive Compensation Plan, amended and      restated effective December 13, 2006.                                                                                                                                                                                                                 |   | Form      8-K, Ex 10.1 dated April 25, 2007                                                                                                                                                                                                                                                                                                                                                                                                         |
| †10(g)(1)                                                                               |   | AEP      System Survivor Benefit Plan, effective January 27, 1998.                                                                                                                                                                                                                                                                        |   | Form      10-Q, Ex 10, September 30, 1998                                                                                                                                                                                                                                                                                                                                                                                                           |
| †10(g)(1)(A)                                                                            |   | First      Amendment to AEP System Survivor Benefit Plan, as amended and restated      effective January 31, 2000.                                                                                                                                                                                                                        |   | 2002      Form 10-K, Ex 10(o)(2)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| †10(g)(1)(B)                                                                            |   |  Second      Amendment to AEP System Survivor Benefit Plan, as amended and restated      effective January 1, 2008.                                                                                                                                                                                                                  |   | 2008      Form 10-K, Ex 10(g)(1)(B)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| *†10(h)                                                                                 |   | AEP      Change In Control Agreement, effective November 1, 2009.                                                                                                                                                                                                                                                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| †10(i)(1)                                                                               |   | Amended      and Restated AEP System Long-Term Incentive Plan.                                                                                                                                                                                                                                                                            |   | Form      8-K, Ex 10.1, dated April 26, 2005                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10(i)(1)(A)                                                                                   |   | First      Amendment to Amended and Restated AEP System Long-Term Incentive      Plan.                                                                                                                                                                                                                                                    |   | 2007      Form 10-K, Ex 10(l)(1)(A                                                                                                                                                                                                                                                                                                                                                                                                                  |
| †10(i)(2)                                                                               |   | Form      of Performance Share Award Agreement furnished to participants of the AEP      System Long-Term Incentive Plan, as amended.                                                                                                                                                                                                     |   | AEP      Form 10-Q, Ex 10(c), November 5, 2004                                                                                                                                                                                                                                                                                                                                                                                                      |
| †10(i)(3)                                                                               |   | Form      of Restricted Stock Unit Agreement furnished to participants of the AEP      System Long-Term Incentive Plan, as amended.                                                                                                                                                                                                       |   | Form      10-Q, Ex 10(a), March 31, 2005                                                                                                                                                                                                                                                                                                                                                                                                            |
| †10(i)(3)(A)                                                                            |   | Amendment      to Form of Restricted Stock Unit Agreement furnished to participants of      the AEP System Long-Term Incentive Plan, as amended.                                                                                                                                                                                          |   | 2008      Form 10-K, Ex 10(i)(3)(A)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| *†10(j)                                                                                 |   | AEP      System Stock Ownership Requirement Plan Amended and Restated Effective      January 1, 2010.                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| †10(k)                                                                                  |   | Central      and South West System Special Executive Retirement Plan Amended and      Restated effective January 1, 2009.                                                                                                                                                                                                                 |   | 2008      Form 10-K, Ex 10(j)                                                                                                                                                                                                                                                                                                                                                                                                                       |
| †10(l)                                                                                  |   | AEP      System Incentive Compensation Deferral Plan Amended and Restated as of      January 1, 2008.                                                                                                                                                                                                                                     |   | 2008      Form 10-K, Ex 10(k)                                                                                                                                                                                                                                                                                                                                                                                                                       |
| †10(m)                                                                                  |   | AEP      System Nuclear Performance Long Term Incentive Compensation Plan dated      August 1, 1998.                                                                                                                                                                                                                                      |   | 2002      Form 10-K, Ex 10(p)                                                                                                                                                                                                                                                                                                                                                                                                                       |
| †10(n)                                                                                  |   | Nuclear      Key Contributor Retention Plan Amended and Restated as of January 1,      2008.                                                                                                                                                                                                                                              |   | 2008      Form 10-K, Ex 10(m)                                                                                                                                                                                                                                                                                                                                                                                                                       |
| *12                                                                                           |   | Statement      re: Computation of Ratios.                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *13                                                                                           |   | Copy      of those portions of the SWEPCo 2009 Annual Report (for the fiscal year      ended December 31, 2009) which are incorporated by reference in this      filing.                                                                                                                                                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 21                                                                                            |   | List      of subsidiaries of SWEPCo.                                                                                                                                                                                                                                                                                                      |   | 2006      Form 10-K, Ex 21, File No. 1-3525                                                                                                                                                                                                                                                                                                                                                                                                         |
| *23                                                                                           |   | Consent      of Deloitte & Touche LLP.                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *24                                                                                           |   | Power      of Attorney.                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *31(a)                                                                                        |   | Certification      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002.                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *31(b)                                                                                        |   | Certification      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002.                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *32(a)                                                                                        |   | Certification      of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title      18 of the United States Code.                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *32(b)                                                                                        |   | Certification      of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title      18 of the United States Code.                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                |

| ‡      Certain instruments defining the rights of holders of long-term debt of      the registrants included in the financial statements of registrants filed      herewith have been omitted because the total amount of securities      authorized thereunder does not exceed 10% of the total assets of      registrants.  The registrants hereby agree to furnish a copy of      any such omitted instrument to the SEC upon  request. |
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