Edgar Filing: AMERICAN ELECTRIC POWER CO INC

File No. 70-10166

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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AMENDMENT No. 2 to
FORM U-1
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APPLICATION OR DECLARATION

Under

THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

***

AMERICAN ELECTRIC POWER COMPANY, INC.
AEP GENERATING COMPANY
AEP TEXAS CENTRAL COMPANY (formerly CENTRAL POWER AND LIGHT COMPANY)
AEP TEXAS NORTH COMPANY (formerly WEST TEXAS UTILITIES COMPANY)
AEP UTILITIES, INC. (formerly CENTRAL AND SOUTH WEST CORPORATION)
AMERICAN ELECTRIC POWER SERVICE CORPORATION
APPALACHIAN POWER COMPANY
COLUMBUS SOUTHERN POWER COMPANY
INDIANA MICHIGAN POWER COMPANY
KENTUCKY POWER COMPANY
KINGSPORT POWER COMPANY
OHIO POWER COMPANY
PUBLIC SERVICE COMPANY OF OKLAHOMA
SOUTHWESTERN ELECTRIC POWER COMPANY
WHEELING POWER COMPANY
CEDAR COAL COMPANY
CENTRAL APPALACHIAN COAL COMPANY
CENTRAL COAL COMPANY
COLOMET, INC.
SIMCO, INC.
SOUTHERN APPALACHIAN COAL COMPANY
BLACKHAWK COAL COMPANY
CONESVILLE COAL PREPARATION COMPANY
FRANKLIN REAL ESTATE COMPANY
INDIANA FRANKLIN REALTY, INC.
and additional subsidiaries identified on Signature Page.
1 Riverside Plaza, Columbus, Ohio 43215 (Name of
company or companies filing this state- ment and address
of principal executive offices)

***

AMERICAN ELECTRIC POWER COMPANY, INC.
1 Riverside Plaza, Columbus, Ohio 43215
(Name of top registered holding company parent
of each applicant or declarant)

***

Stephen P. Smith, Treasurer
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215

Jeffrey D. Cross, General Counsel
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
(Names and addresses of agents for service)

TABLE OF CONTENTS

ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS

A. Background and Previously Existing Authority
B. Current Authority
C. Summary of the Requested Authority
D. Description of Proposed Financing Program

1. Investment Grade Ratings
2. Effective Cost of Money on Debt Securities and Borrowings Under
Credit Agreements
3. Maturity of Debt
4. Issuance Expenses
5. Common Equity Ratio
6. Use of Proceeds
7. Borrowing Limits
a. Long-term Debt Limits
b. Short-term borrowing limits
c. AEP Utilities, Inc.
8. Description of Specific Types of Financing
8.1. AEP External Financing
8.2. Long-Term Debt - Public Utility Subsidiaries
8.3. Short-Term Debt - AEP and Public Utility Subsidiaries
8.4. Pollution Control Revenue Refunding Bonds
8.5. AEP Utilities, Inc.
8.6. Credit Enhancement
E. Hedging Transactions
F. Authority to Form Financing Subsidiaries
G. Guarantee of Indebtedness/Obligations
H. Continuation of Money Pools; Financing Subsidiaries; Addition of
Participants to Nonutility Money Pool; Addition to Utility Money Pool
1 Background and Request
2. Financing Subsidiaries
3. Addition of Participants to Money Pool
4. Addition of Dolet Hills Lignite Company, LLC to Utility Money Pool
I. Payments of Dividends out of Capital or Unearned Surplus
J. Summary of Requests for Authority
K. Compliance with Rule 54

ITEM 2. FEES, COMMISSIONS AND EXPENSES.

ITEM 3. APPLICABLE STATUTORY PROVISIONS
ITEM 4 REGULATORY APPROVAL
ITEM 5 PROCEDURE
ITEM 6 EXHIBITS AND FINANCIAL STATEMENTS
ITEM 7 INFORMATION AS TO ENVIRONMENTAL EFFECTS.

SIGNATURES

The Application Declaration filed in this proceeding on September 11,
2003, as amended by Amendment No. 1 filed on April 24, 2004, is hereby amended
and restated in its entirety to read as follows:

American Electric Power Company, Inc., a New York corporation ("AEP") and
AEP Utilities, Inc. (formerly Central and South West Corporation), a Delaware
corporation ("AEP Utilities"), both registered holding companies under the
Public Utility Holding Company Act of 1935, as amended (the "Act") and the
following direct and indirect subsidiaries of AEP ("Applicants"), including the
following public utility subsidiaries: AEP Generating Company ("Generating"),
AEP Texas Central Company, formerly Central Power and Light Company ("TCC"), AEP
Texas North Company, formerly West Texas Utilities Company ("TNC"), Appalachian
Power Company ("Appalachian"), Columbus Southern Power Company ("Columbus"),
Indiana Michigan Power Company ("Indiana"), Kentucky Power Company ("Kentucky"),
Kingsport Power Company ("Kingsport"), Ohio Power Company ("Ohio"), Public
Service Company of Oklahoma ("PSO"), Southwestern Electric Power Company
("SWEPCO"), and Wheeling Power Company ("Wheeling") (collectively, "the Public
Utility Subsidiaries") and the following nonutility subsidiaries which are
currently participants in the AEP Utility Money Pool and are Applicants in this
proceeding: American Electric Power Service Corporation, Cedar Coal Company,
Central Appalachian Coal Company, Central Coal Company, Colomet, Inc., Simco,
Inc., Southern Appalachian Coal Company, Blackhawk Coal Company, Conesville Coal
Preparation Company, all coal mining companies and Franklin Real Estate Company,
and Indiana Franklin Realty, Inc., both real estate companies, are Applicants in
this filing ("Utility Money Pool Participants").

The entities that are currently participants in the Nonutility Money Pool
and Applicants in this Filing ("Nonutility Money Pool Participants") are listed
on Exhibit A hereto.

In addition, certain additional nonutility subsidiaries are seeking
authority to become participants in the Nonutility Money Pool and are Applicants
in this proceeding:

Entity Description Authorization
AEP Houston Pipe Line
Company, LLC Gas pipeline Order 70-9353
AEP Texas POLR GP, LLC Marketing of natural Rule 58
gas, electricity or
energy related products
AEP Coal Marketing, LLC Marketing of natural Rule 58
gas, electricity or
energy related products
AEP Emissions Marketing, LLC Marketing emissions Rule 58
CSW Orange, Inc. Independent Power Rule 58
CSW Mulberry, Inc. Independent Power Rule 58
Noah I Power GP, Inc. Independent Power Rule 58
CSW Orange II, Inc. Independent Power Rule 58
CSW Mulberry II, Inc. Independent Power Rule 58
CSW Sweeny GP I, Inc. Independent Power Rule 58
CSW Sweeny GP II, Inc. Independent Power Rule 58
CSW Sweeny LP I, Inc. Independent Power Rule 58
CSW Sweeny LP II, Inc. Independent Power Rule 58
CSW Services International, Inc.Non-regulated Rule 58
energy-related
services and products
Trent Wind Farm, L.P. Wind power generation EWG
AEP Wind LP, LLC Wind power generation EWG
AEP Wind GP, LLC Wind power generation EWG
HPL GP LLC Gas pipeline and Order 70-9353
processing
AEPR Ohio, LLC International energy-related FUCO/PP
investments, trading
and other projects
AEP Wind LP II, LLC Wind power generation EWG
AEP Desert Sky LP II, LLC Wind power generation EWG
AEP Wind Holding, LLC Wind power generation EWG

For purposes hereof "Subsidiaries" shall also include other direct or
indirect subsidiaries that AEP may form pursuant to the Rule 58 exception or
pursuant to Sections 32, 33 or 34 of the Act. All of AEP's direct and indirect
Subsidiaries, other than Public Utility Subsidiaries, are herein called
"Nonutility Subsidiaries." All subsidiaries and AEP and AEP Utilities are
sometimes referred to collectively as the "Companies".

ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS

A. Background and Previously Existing Authority
By Order dated June 14, 2000 (Release No. 35-27186 in File No.
70-9381), AEP was authorized to acquire by merger all of the outstanding common
stock of Central and South West Corporation ("CSW"), now AEP Utilities, Inc. By
that order, AEP, its operating subsidiaries and certain other subsidiaries were
added to the CSW Money Pool, now the AEP Utility Money Pool.

B. Current Authority
By order dated April 11, 2002 (Release No. 35-27517 in File no.
70-10021), AEP is authorized to issue and sell through June 30, 2004 shares of
common stock, preferred securities, long-term debt and other securities in an
aggregate amount at anytime outstanding not to exceed $3.0 billion (not
including shares of common stock issued pursuant to various stock ownership
plans) and to form certain financing subsidiaries.

By order dated December 18, 2002, in File No. 70-10088 (HCAR Release
No. 35-27623), the Commission authorized through March 31, 2006:

(i) SWEPCO and Wheeling to issue long-term debt in amounts not to exceed
$350 million and $40 million, respectively, and to engage in hedging
transactions;

(ii) AEP, AEP Utilities, Inc. and the Public Utility Subsidiaries to have
aggregate short-term financing authority in the amount of $7.2 billion
outstanding;

(iii) Columbus, Ohio, TCC, and TNC, companies affected by restructuring,
to issue short and long-term debt in an amount not to exceed $3.9 billion;

(iv) Public Utility Subsidiaries to organize financing entities for the
purpose of facilitating certain types of financings;

(v) AEP and its Subsidiaries are authorized to enter into and perform
interest rate hedging transactions to manage the volatility of interest
rates associated with outstanding indebtedness and anticipated debt
offerings.

(vi) AEP, AEP Utilities, Inc. and Utility Money Pool Participants to
continue and fund the Utility Money Pool through the Authorization Period;

(vii) AEP and certain of its Nonutility Subsidiaries to form and continue
a Nonutility Money Pool on substantially the same terms and conditions as
the Utility Money Pool;

(viii) AEP and its Subsidiaries to issue guarantees and other forms of
credit support in an aggregate amount not to exceed $900 million
outstanding at any time; and

(ix) AEP's Nonutility Subsidiaries to pay dividends out of capital or
unearned surplus to the fullest extent of the law.

C. Summary of the Requested Authority

The Applicants hereby request authorization to replace and supercede the
authority granted in File Nos. 70-10021 (HCAR 35-27517) and 70-10088 (HCAR
35-27623) with respect to the ongoing financing activities, the provision of
intrasystem financing and guarantees and other matters pertaining to AEP and its
Subsidiaries through March 31, 2007 ("Authorization Period") as follows:

1) Applicants in this file request authorization for financing
transactions for the period beginning with the effective date of an
order issued pursuant to this filing and continuing until March 31,
2007 ("Authorization Period") unless otherwise provided;

2) AEP seeks authority to increase its capitalization by issuing and
selling from time to time during the Authorization Period (i)
directly, additional Common Stock or options, warrants,
equity-linked securities or stock purchase contracts convertible
into or exercisable for Common Stock, and Preferred Stock, (ii)
indirectly through one or more Financing Subsidiaries, other forms
of preferred securities (including trust preferred securities)
(collectively, "Preferred Securities"), (iii) directly or indirectly
through one or more Financing Subsidiaries new long-term debt
securities having maturities of one year or more up to 50 years
("Long Term Debt"), in an amount up to $3 billion (excluding
securities issued for purposes of refunding or replacing other
outstanding securities where AEP's capitalization is not increased
as a result thereof and excluding securities otherwise authorized or
exempt). AEP requests the Commission to reserve jurisdiction over
the use of proceeds of any issuance of securities to finance an
investment by AEP or any of its Subsidiaries in any new EWG's or
FUCO's in excess of $150,000,000 during the Authorization Period.

3) AEP seeks to issue, directly or indirectly through one or more
Financing Subsidiaries, commercial paper, promissory notes and other
forms of short-term indebtedness having maturities of less than one
year ("Short-term Debt") in an aggregate amount not to exceed $7.2
billion to fund the AEP Money Pools and for its own requirements.

4) Kingsport, SWEPCO, TCC, TNC and Wheeling seek authority to issue
secured or unsecured long-term debt in an amount not to exceed $50
million, $600 million, $600 million, $250 million and $50 million,
respectively, including the issuance of long-term debt to AEP, and
to enter into hedging transactions (excluding securities issued for
purposes of refunding or replacing other outstanding securities
where the Public Utility Subsidiary's capitalization is not
increased as a result thereof).

5) AEP and its Subsidiaries seek authority to enter into and perform
interest rate hedging transactions to manage the volatility of
interest rates associated with outstanding indebtedness and
anticipated debt offerings.

6) AEP and the Public Utility Subsidiaries seek authority to issue the
short-term debt to the extent of the borrowing limits set forth
below for Public Utility Subsidiaries through the AEP Utility Money
Pool, external borrowings or borrowings from AEP or from a Money
Pool Financing Subsidiary.

7) The following Public Utility Subsidiaries seek authority to refund
and reissue currently outstanding pollution control revenue
refunding bonds as follows: TCC $450,000,000, TNC $45,000,000, and
SWEPCO $185,000,000.

8) AEP Utilities, Inc., a registered holding company, seeks authority
to borrow short-term debt in an amount up to $100,000,000 from
external sources or from its parent AEP for its general corporate
purposes.

9) AEP and the Subsidiaries seek authority to acquire, directly or
indirectly, the equity securities of one or more entities
("Financing Subsidiaries") created specifically for the purpose of
facilitating the financing of authorized and exempt activities of
the Applicants through the issuance of long-term debt, short-term
debt, preferred securities and other equity securities to third
parties and to provide guarantees and enter into expense agreements
with respect to the securities or other obligations of Financing
Subsidiaries. Financing Subsidiaries are authorized to transfer
proceeds of any financing to their respective parent companies.
Financing Subsidiaries will, among other things, be authorized to
fund the AEP Money Pools.

10) AEP and the participants in the Money Pools seek certain authority
to continue the AEP Utility Money Pool and the AEP Nonutility Money
Pool during the Authorization Period; to fund the Money Pools with
separate Financing Subsidiaries; to add certain nonutility
subsidiaries to the Nonutility Money Pool; and to move Dolet Hills
Lignite Company from the Nonutility Money Pool to the Utility Money
Pool.

11) AEP requests the Commission approve the issuance by AEP and its
Subsidiaries of guarantees and other forms of credit support in an
aggregate amount not to exceed $8.125 billion outstanding at any
time in exposure as more fully described below; and

12) AEP and its Nonutility Subsidiaries request authorization for the
Nonutility Subsidiaries to pay dividends out of capital or unearned
surplus.

D. DESCRIPTION OF PROPOSED FINANCING PROGRAM

1. Investment Grade Ratings

Applicants represent that, except for securities issued for the purpose of
funding AEP Money Pools operations, no guarantees or other securities, other
than common stock, may be issued in reliance upon the authorization to be
granted by the Commission, unless (i) the security to be issued, if rated, is
rated investment grade; (ii) all outstanding securities of such issuer that are
rated are rated investment grade; and (iii) all outstanding securities of AEP
and AEP Utilities that are rated are rated investment grade or comparable
ratings for short-term debt("Investment Grade Condition"). For purposes of this
Investment Grade Condition, a security will be deemed to be rated "investment
grade" if it is rated investment grade by at least one nationally recognized
statistical rating organization, as that term is used in paragraphs
(c)(2)(vi)(E), (F) and (H) of rule 15c3-1 under the Securities Exchange Act of
1934, as amended.

Except for securities issued for the purpose of funding AEP Money Pool
operations, Applicants request that the Commission reserve jurisdiction over the
issuance of any such securities that are rated below, investment grade and
Applicants further request that the Commission reserve jurisdiction over the
issuances of any such guarantee or other such securities at any time during the
Authorization Period the conditions set forth in causes (i) through (iii) above
are not satisfied.

2. Effective Cost of Money on Debt Securities and Borrowings Under Credit
Agreements

The effective cost of capital on Preferred Stock, equity-linked
securities, Preferred Securities, Long-term Debt and Short-term Debt will not
exceed competitive market rates available at the time of issuance for securities
having the same or reasonably similar terms and conditions issued by similar
companies of reasonably comparable credit quality. Applicants state that in no
event will the effective cost of capital (i) on any series of Long-term Debt,
Preferred Stock or Preferred Securities, exceed 500 basis points over a U.S.
Treasury security having a remaining term equal to the term of such series, (ii)
on any series of equity-linked securities, exceed 600 basis points over a U.S.
Treasury security having a remaining term equal to the term of such series, and
(iii) on Short-term Debt, exceed 300 basis points over the London Interbank
Offered Rate ("LIBOR") for maturities of less than one year.

3. Maturity of Debt

The maturity of Long-term Debt will be between one and 50 years after the
issuance. Preferred Securities and equity-linked securities will be redeemed no
later than 50 years after the issuance, unless converted into common stock.
Preferred Stock issued directly by AEP may be perpetual in duration.

4. Issuance Expenses

The underwriting fees, commissions, or other similar expenses paid in
connection with the issue, sale or distribution of a security pursuant to the
Application will not exceed the greater of (i) 5% of the principal or total
amount of the securities being issued, or (ii) issuance expenses that are
generally paid at the time of the pricing for sales of the particular issuance,
having the same or reasonably similar terms and conditions issued by similar
companies of reasonably comparable credit quality.

5. Common Equity Ratio

AEP hereby represents that it will maintain during the Authorization
Period for itself and for all the Public Utility Subsidiaries minimum 30% common
equity as a percentage of consolidated capital (inclusive of short-term debt and
inclusive of securitization bonds for the recovery of regulatory assets in
connection with state-mandated utility restructuring); however TCC seeks
authority to maintain a common equity ratio of 25% for so long as securitization
bonds are outstanding. Data for September 30, 2003 is attached to this
Application as Exhibit B. The 25% common equity as a percentage of consolidated
capital is required only because of the issuance of securitization bonds.
Securitization bonds are expected to be outstanding until the currently
outstanding TCC Transition Funding securitization bond issue is scheduled to be
fully retired by January 15, 2016. However, TCC is anticipating an additional
issuance which would remain outstanding for approximately 15 years after it is
issued.

6. Use of Proceeds

The proceeds from the sale of securities in external financing
transactions by the Applicants will be added to their respective treasuries and
subsequently used principally for general corporate purposes including:

(i) the financing, in part, of capital expenditures;
(ii) the financing of working capital requirements;
(iii) the acquisition, retirement or redemption of securities
previously issued by such Applicant; and
(iv) other lawful purposes, including direct or indirect investment in
Rule 58 companies by AEP, other subsidiaries approved by the
Commission, EWGs and FUCOs;

AEP requests the Commission to reserve jurisdiction over the use of
proceeds of any issuance of securities to finance an investment by AEP or any of
its Subsidiaries in any new EWG's or FUCO's in excess of $150,000,000 during the
Authorization Period. It is anticipated that any new EWG's will consist
principally of domestic wind farm projects.

The Applicants represent that no such financing proceeds will be used to
acquire a new subsidiary unless such financing is consummated in accordance with
an order of the Commission or an available exemption under the Act.

7. Borrowing Limits

The aggregate amount of outstanding external financing effected by the
Applicants pursuant to the authorization requested hereunder during the
Authorization Period, other than the refinancing of currently outstanding
securities, which shall not be limited, will not exceed:

(a) Long-term debt limits:
AEP $3,000,000,000
Kingsport $ 50,000,000
SWEPCO $ 600,000,000
TCC $ 600,000,000
TNC $ 250,000,000
Wheeling $ 50,000,000

(b) Short-term borrowing limits:

AEP requires an amount of authority for short-term borrowings sufficient
to fund the Utility Money Pool and the Nonutility Money Pool, to make direct
loans to other Subsidiaries, as well as for its own requirements in an amount
not to exceed $7,200,000,000.

The following Public Utility Subsidiaries seek short-term debt
authorization through the Utility Money Pool or external borrowings, or
borrowings from AEP or from a Financing Subsidiary as follows:

Appalachian $ 600,000,000
Columbus $ 350,000,000
Generating $ 125,000,000
Indiana $ 500,000,000
Kentucky $ 200,000,000
Kingsport $ 40,000,000
Ohio $ 600,000,000
PSO $ 300,000,000
SWEPCO $ 350,000,000
TCC $ 600,000,000
TNC $ 250,000,000
Wheeling $ 40,000,000

AEP Utilities. Inc., a registered public utility holding company, requests
authority to borrow up to $100,000,000 outstanding at any one time from external
sources or from its parent AEP for its own corporate purposes. This authority is
in addition to its authority to borrow to fund the Utility Money Pool. AEP
Utilities will not borrow from either the Utility Money Pool or the Nonutility
Money Pool.

8. Description of Specific Types of Financing
8.1. AEP External Financing

All external financing will be at rates or prices and under conditions
based upon, or otherwise determined, by competitive capital markets.

AEP seeks authority to increase its capitalization by issuing and selling
from time to time during the Authorization Period: (i) directly additional
Common Stock and/or options, warrants, equity-linked securities or stock
purchase contracts convertible into or exercisable for Common Stock, and (ii)
indirectly through one or more Financing Subsidiaries, other forms of preferred
securities and Preferred Stock (including trust preferred securities)
(collectively, "Preferred Securities"), and (iii) directly or indirectly through
one or more Financing Subsidiaries, new long-term debt securities having
maturities of one year or more up to 50 years ("Long Term Debt"), in an amount
up to $3 billion (excluding securities issued for purposes of refunding or
replacing other outstanding securities where AEP's capitalization is not
increased as a result thereof and excluding securities otherwise authorized
pursuant to AEP's Dividend Reinvestment and Direct Purchase Plan (File No.
70-5943) and Employee Savings Plans (File No. 70-6126) or exempt under the Act).

Common Stock. AEP seeks authority to issue and sell Common Stock and to
issue and sell options, warrants, equity-linked securities or other stock
purchase rights exercisable for Common Stock. The aggregate amount of financing
obtained by AEP during the Authorization Period from issuance and sale of Common
Stock (other than for employee benefit plans or stock purchase and dividend
reinvestment plans), when combined with issuances of preferred stock, Preferred
Securities, equity linked securities, and long-term debt, as described in this
section, and other than for refunding or replacement of securities where
capitalization is not increased as a result thereof, shall not exceed $3 billion
for the uses set forth in Item I.D.6 above. Any refunding or replacement of
securities where capitalization is not increased from that in place at September
30, 2003, will be through the issuance of securities of the type authorized in
this Application. Common Stock financings may be effected pursuant to
underwriting agreements of a type generally standard in the industry. Public
distributions may be pursuant to private negotiation with underwriters, dealers
or agents as discussed below or effected through competitive bidding among
underwriters. In addition, sales may be made through private placements or other
non-public offerings to one or more persons. All such Common Stock sales will be
at rates or prices and under conditions negotiated or based upon, or otherwise
determined by, competitive capital markets.

AEP may sell Common Stock covered by this Application/Declaration in any
one of the following ways: (i) through underwriters or dealers; (ii) through
agents; or (iii) directly through a limited number of purchasers or a single
purchaser. If underwriters are used in the sale of the securities, such
securities will be acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The securities may be offered to the public either through
underwriting syndicates (which may be represented by a managing underwriter or
underwriters designated by AEP) or directly by one or more underwriters acting
alone. If Common Stock is being sold in an underwritten offering, AEP may grant
the underwriters thereof a "green shoe" option permitting the purchase from AEP
at the same price of additional shares then being offered solely for the purpose
of covering over-allotments.

Preferred Securities. AEP seeks to have the flexibility to issue Preferred
Stock or other types of Preferred Securities (including, without limitation,
trust preferred securities or monthly income preferred securities) directly or
indirectly through one or more special-purpose Financing Subsidiaries organized
by AEP specifically for such purpose as described herein. The aggregate amount
of financing obtained by AEP during the Authorization Period from issuance and
sale of preferred stock, Preferred Securities and equity linked securities, when
combined with issuances of Common Stock (other than for employee benefit plans
or stock purchase and dividend reinvestment plans), and long-term debt, as
described in this section and other than for refunding or replacement of
securities where capitalization is not increased from that in place at September
30, 2003, shall not exceed $3 billion for the uses set forth in Item I.D.6
above. Any refunding or replacement of securities where capitalization is not
increased from that in place at September 30, 3003, will be through the issuance
of securities of the type authorized in this Application.

Preferred Stock or other types of Preferred Securities may be issued in
one or more series with such rights, preferences and priorities as may be
designated in the instrument creating each such series, as determined by AEP's
Board of Directors. Dividends or distributions on Preferred Securities will be
made periodically and to the extent funds are legally available for such
purpose, but may be made subject to terms which allow the issuer to defer
dividend payments for specified periods. Equity linked securities will be
exercisable or exchangeable for or convertible, either mandatorily or at the
option of the holder, into Common Stock or indebtedness or allow the holder to
surrender to the issuer or apply the value of a security issued by AEP as
approved by the Commission to such holder's obligation to make a payment on
another security of AEP issued as permitted by the Commission. Any convertible
or equity linked securities will be convertible into or linked to Common Stock,
Preferred Securities or unsecured debt that AEP is otherwise authorized to issue
by Commission order directly, or indirectly through Financing Subsidiaries on
behalf of AEP. Applicants state that any refunding or replacement of securities
where capitalization is not increased from that in place at December 31, 2003
will be through the issuance of securities of the type authorized in this
Application.

Long-Term Debt. AEP requests Commission authorization during the
Authorization Period to issue unsecured, long-term debt securities in an
aggregate principal amount outstanding at any time, when combined with issuances
of Common Stock (other than for benefit plans or stock purchase and dividend
reinvestment plans) preferred stock, Preferred Securities, and equity linked
securities as described in this section, and other than for refunding or
replacement of securities where capitalization is not increased as a result
thereof from that in place at September 30, 2003, not to exceed $3 billion for
the uses set forth in Item I.D.6 above. Any refunding or replacement of
securities where capitalization is not increased will be through the issuance of
securities of the type authorized in this Application.

Unsecured long-term debt may be issued directly by AEP or indirectly
through one or more Financing Subsidiaries in the form of bonds, notes,
medium-term notes or debentures under one or more indentures or long-term
indebtedness under agreements with banks or other institutional lenders. Each
series of long-term debt issued directly by AEP would have such designation,
aggregate principal amount, maturity, interest rate(s) or methods of determining
the same, terms of payment of interest, redemption provisions, sinking fund
terms and other terms and conditions as AEP may determine at the time of
issuance. The terms of the long-term debt would be designed to parallel the
terms of the security issued by any Financing Subsidiary to which the long-term
debt relates. Any long-term debt (a) may be convertible into any other
securities of AEP, (b) will have maturities up to 50 years, (c) may be subject
to optional and/or mandatory redemption, in whole or in part, at par or at
various premiums above the principal amount thereof, (d) may be entitled to
mandatory or optional sinking fund provisions, (e) may provide for reset of the
coupon pursuant to a remarketing arrangement, (f) may be subject to tender or
the obligation of the issuer to repurchase at the election of the holder or upon
the occurrence of a specified event, (g) may be called from existing investors
by a third party and (h) may be entitled to the benefit of affirmative or
negative financial or other covenants.

The maturity dates, interest rates, redemption and sinking fund
provisions, tender or repurchase and conversion features, if any, with respect
to the Long-term Debt of a particular series, as well as any associated
placement, underwriting or selling agent fees, commissions and discounts, if
any, will be established by negotiation or competitive bidding. Specific terms
of any Long-term Debt will be determined by AEP at the time of issuance and will
comply in all regards with the parameters on financing authorization set forth
above.

Short-Term Debt. AEP also seeks authority to issue directly, or
indirectly through a Financing Subsidiary, commercial paper, promissory notes
and other forms of short-term indebtedness having varying maturities not to
exceed one year, which maturities may be subject to extension to a final
maturity not to exceed 390 days(1)("Short-term Debt") in an aggregate amount not
to exceed $7.2 billion to fund the Money Pools, to make loans to Subsidiaries
and for its own corporate purposes. Actual maturities will be determined by
market conditions, the effective interest costs and AEP's anticipated cash flow,
including the proceeds of other borrowings, at the time of issuance.

_________________
[Footnote 1]
The ability to extend the maturity of commercial paper notes is a feature of
an Extendible Commercial Notes program. The maturity of commercial paper notes
issued pursuant to an Extendible Commercial Notes program is 365 days or less;
however, if the principal of any commercial paper note is not paid at maturity,
the maturity of such commercial paper note will be automatically extended to 390
days from the date of original issuance. [End Footnote]

Commercial paper would be sold in established domestic or European
commercial paper markets. Such commercial paper would be sold to dealers at the
discount rate or the coupon rate per annum prevailing at the date of issuance
for commercial paper of comparable quality and maturities sold to commercial
paper dealers generally. It is expected that the dealers acquiring commercial
paper from AEP, AEP Utilities, any Financing Subsidiary or the Public Utility
Subsidiaries will re-offer such paper at a discount to corporate and
institutional investors. Institutional investors are expected to include
commercial banks, insurance companies, pension funds, investment trusts,
foundations, colleges and universities and finance companies.

AEP, AEP Utilities, any Financing Subsidiary and the Public Utility
Subsidiaries propose to establish and maintain back-up credit lines with banks
or other institutional lenders to support their commercial paper program(s) and
to establish other credit arrangements and/or borrowing facilities generally
available to borrowers with comparable credit ratings as each may deem
appropriate in light of its needs and existing market conditions. Only the
amounts drawn and outstanding under these agreements and facilities will be
counted against the proposed limit on Short-term Debt.

AEP, AEP Utilities, any Financing Subsidiary and the Public Utility
Subsidiaries having the flexibility to allocate Short-Term Debt between sales of
notes and sales of commercial paper, will be able to realize economies in
meeting their short-term financing requirements, and such companies propose, in
general, taking appropriate long and short-term considerations into account, to
utilize the most economical means available at any time to meet their short-term
financing requirements.

AEP, AEP Utilities, any Financing Subsidiary and the Public Utility
Subsidiaries may engage in other types of short-term financing generally
available to borrowers with comparable credit ratings as each individual entity
may deem appropriate in light of its needs and market conditions at the time of
issuance.

8.2. Long-Term Debt - Public Utility Subsidiaries

Public Utility Subsidiaries. Under current law, the public utility
commission in the states of Indiana, Virginia, Tennessee, Ohio, Oklahoma and
Kentucky approve the issuance of long-term securities by public utility
companies. Therefore, Rule 52(a) provides an exemption from this Commission for
the issuances of long term debt securities by all of AEP's public utility
subsidiaries except Kingsport, SWEPCO, TCC, TNC and Wheeling.

Financing authorization is being sought for Kingsport, SWEPCO, TCC, TNC
and Wheeling as described in Borrowing Limits above. This authorization would
include any new pollution control financing by SWEPCO.

Any long-term debt, such as first mortgage bonds, pollution control
revenue bonds, notes (secured and unsecured) and debentures, sales of
tax-advantaged preferred securities and borrowings under credit agreements,
would have such designations, aggregate principal amount, maturity, interest
rate(s) or methods of determining the same, interest payment terms, redemption
provisions, non-refunding provisions, sinking fund terms, conversion or put
terms and other terms and conditions in accordance with parameters set forth in
Section 1 above and as described in subsection (a) above, as the Applicants may
at the time of issuance determine. Kingsport, SWEPCO, TCC, TNC and Wheeling,
seek authorization to issue long-term debt to AEP at a rate designed to parallel
AEP's effective cost of debt.

8.3. Short-Term Debt - AEP and Public Utility Subsidiaries

The Public Utility Subsidiaries are members of the AEP Utility Money Pool
and make short-term borrowings from the Utility Money Pool. The Utility Money
Pool and the Nonutility Money Pool (together, the "Money Pools") are funded by
AEP currently through a commercial paper program. No participant in the Money
Pools ("Participants") would be required to borrow from the specific Money Pool
if the borrowing Company could borrow more cheaply directly from banks or
through the issuance of its own commercial paper. The Public Utility
Subsidiaries require authority for short term borrowing in the event funds are
not available from the Money Pool. AEP is seeking authority in this filing to
create Financing Subsidiaries to fund the Money Pools (see Section H below).
Therefore, AEP, any Financing Subsidiary, AEP Utilities and the Public Utility
Subsidiaries seek authorization for the issuance of Short-Term Debt in the form
of bank loans and commercial paper programs in the amounts set forth in
Borrowing Limits above.

8.4. Pollution Control Revenue Refunding Bonds

The following Public Utility Subsidiaries seek authority through the
Authorization Record to refund and reissue currently outstanding pollution
control revenue bonds in amounts not to exceed:

SWEPCO $185,000,000
TCC $450,000,000
TNC $ 45,000,000

8.5. AEP Utilities, Inc.

AEP Utilities, Inc., a registered holding company, seeks authority to
issue unsecured Short-Term Debt in an amount up to $100,000,000 to external
sources or to its parent AEP for its general corporate purposes. This authority
would not be used to fund the Utility Money Pool. AEP Utilities, Inc. will not
borrow from either the Utility Money Pool or the Nonutility Money Pool.

8.6. Credit Enhancement

Applicants may obtain credit enhancement for the securities covered by
this Application, which could include insurance, a letter of credit or a
liquidity facility. The Applicants anticipate they may be required to provide
credit enhancement if they were to issue floating rate securities, whereas
credit enhancement would be a purely economic decision for fixed rate
securities. The Applicants anticipate that even though they would be required to
pay a premium or fee to obtain the credit enhancement, they would realize a net
benefit through a reduced interest rate on the new securities. Applicants will
obtain credit enhancement only if it is economically beneficial to do so taking
into consideration fees required to obtain the product.

E. Hedging Transactions

Interest rate hedging transactions with respect to existing indebtedness
("Interest Rate Hedges"), subject to the limitations and restrictions set forth
herein, would be entered into in order to reduce or manage interest rate cost or
risk. Interest Rate Hedges would only be entered into with counterparties
("Approved Counterparties") whose senior debt ratings, as published by Standard
and Poor's Ratings Group, are equal to or greater than BBB, or an equivalent
rating from Moody's Investors' Service or Fitch Investor Service. Interest Rate
Hedges will involve the use of financial instruments and derivatives commonly
used in today's capital markets, such as interest rate swaps, options, caps,
collars, floors, and structured notes (i.e., a debt instrument in which the
principal and/or interest payments are indirectly linked to the value of an
underlying asset or index), or transactions involving the purchase or sale,
including short sales, of U.S. Treasury obligations. The transactions would be
for fixed periods and stated notional amounts. In no case will the notional
principal amount of any interest rate swap exceed that of the underlying debt
instrument and related interest rate exposure. Applicants will not engage in
speculative transactions. Fees, commissions and other amounts payable to the
counterparty or exchange (excluding the swap or option payments) in connection
with an Interest Rate Hedge will not exceed those generally obtainable in
competitive markets for parties of comparable credit quality.

Interest rate hedging transactions with respect to anticipated debt
offerings (the "Anticipatory Hedges") and subject to certain limitations and
restrictions as set forth herein would only be entered into with Approved
Counterparties, and would be utilized to fix and/or limit the interest rate risk
associated with any new issuance through (i) a forward sale of exchange-traded
U.S. Treasury futures contracts, U.S. Treasury obligations and/or a forward swap
(each a "Forward Sale"); (ii) the purchase of put options on U.S. Treasury
obligations (a "Put Options Purchase"); (iii) a Put Options Purchase in
combination with the sale of call options on U.S. Treasury obligations (a "Zero
Cost Collar"); (iv) transactions involving the purchase or sale, including short
sales, of U.S. Treasury obligations; or (v) some combination of a Forward Sale,
Put Options Purchase, Zero Cost Collar and/or other derivative or cash
transactions, including, but not limited to structured notes, options, caps and
collars, appropriate for the Anticipatory Hedges. Anticipatory Hedges may be
executed on-exchange ("On-Exchange Trades") with brokers through the opening of
futures and/or options positions traded on the Chicago Board of Trade or the
Chicago Mercantile Exchange, the opening of over-the-counter positions with one
or more counterparties ("Off-Exchange Trades"), or a combination of On-Exchange
Trades and Off-Exchange Trades. Each Applicant will determine the optimal
structure of each Anticipatory Hedge transaction at the time of execution.
Applicants may decide to lock in interest rates and/or limit its exposure to
interest rate increases. Applicants represent that each Interest Rate Hedge and
Anticipatory Hedge will be treated for accounting purposes under generally
accepted accounting principles. The Applicants will comply with Statement of
Financial Accounting Standard ("SFAS") 133 (Accounting for Derivative
Instruments and Hedging Activities) and SFAS 138 (Accounting for Certain
Derivative Instruments and Certain Hedging Activities) or other standards
relating to accounting for derivative transactions as are adopted and
implemented by the Financial Accounting Standards Board ("FASB"). The Applicants
represent that each Interest Rate Hedge and each Anticipatory Hedge will qualify
for hedge accounting treatment under the current FASB standards in effect and as
determined as of the date such Interest Rate Hedge or Anticipatory Hedge is
entered into. The Applicants will also comply with any future FASB financial
disclosure requirements associated with hedging transactions.

F. Authority to Form Financing Subsidiaries

AEP and the Subsidiaries request authority to acquire, directly or
indirectly, the equity securities of one or more Financing Subsidiaries.
Financing Subsidiaries may be corporations, trusts, partnerships or other
entities created specifically for the purpose of facilitating the financing of
the authorized and exempt activities (including exempt and authorized
acquisitions) of AEP and the Subsidiaries through the issuance of long-term
debt, or Preferred Securities, to third parties and the transfer of the proceeds
of such financings to AEP or other Subsidiaries. See also Section H.2 below. AEP
and the Subsidiaries also request authorization to issue their subordinated
unsecured notes ("Subordinated Notes") to any Financing Subsidiary to evidence
the transfer of financing proceeds by a Financing Subsidiary to its parent
company. The terms of the Subordinated Notes would be designed to parallel the
terms of the security issued by any Financing Subsidiary debt to which the
Subordinated Notes relate. The principal amount, maturity and interest rate on
any such Subordinated Notes will be designed to parallel the amount, maturity
and interest or distribution rate on the securities issued by a Financing
Subsidiary in respect of which the Subordinated Note is issued.

The amount of securities issued by any Financing Subsidiary to third
parties pursuant to the authorization requested herein will be included in the
overall external financing limitation, if any, authorized for the parent company
of such Financing Subsidiary. However, the amount of Subordinated Notes issued
by a parent company to its Financing Subsidiary will not be counted against such
external financing limitation.

AEP or a Subsidiary may, if required, guarantee or enter into support or
expense agreements in respect of the obligations of any such Financing
Subsidiaries. Subsidiaries may also provide guarantees and enter into support or
expense agreements, if required, on behalf of such entities. However, to avoid
double counting, the guarantees of securities issued by Financing Subsidiaries
shall not be counted against the limitation on AEP Guarantees and Subsidiary
Guarantees set forth below.

G. Guarantee of Indebtedness/Obligations

The provision of parent guarantees by holding companies to affiliates in
the generation and power marketing business is a standard industry practice. AEP
requests authorization herein directly or indirectly through one or more
Financing Subsidiaries to enter into guarantees, obtain letters of credit, enter
into support or expense agreements or otherwise provide credit support with
respect to debt securities or other contractual obligations of any Subsidiary
from time to time through the Authorization Period on behalf of any of its
direct or indirect Subsidiaries up to $5 billion, provided however, that the
amount of any parent guarantees in respect of obligations of any Subsidiaries
shall also be subject to the limitations of Rule 53(a)1) or Rule 58(a)(i), as
applicable. AEP also requests authority to guarantee the performance obligations
of its direct or indirect Subsidiaries as may be appropriate or necessary to
enable the Subsidiaries to carry on the ordinary course of their businesses.

AEP Utilities seeks authority to provide guarantees and other credit
support with respect to its direct or indirect subsidiaries in an amount not to
exceed $1,000,000,000 outstanding at any one time.

The Public Utility Subsidiaries seeks authorization to enter into
guarantees and other credit support with respect to obligations of each of its
subsidiaries in an aggregate amount not to exceed $125,000,000 outstanding at
any one time. Kentucky requests the Commission to reserve jurisdiction over the
issuance of any guarantees pending receipt of a necessary order from the
Kentucky Public Service Commission.

Nonutility Subsidiaries also request authority for each Nonutility
Subsidiary to provide guarantees of indebtedness or contractual obligations and
other forms of credit support to other nonutility subsidiaries in an aggregate
principal amount not to exceed an aggregate of $2 billion outstanding at any one
time, exclusive of any guarantees and other forms of credit support that are
exempt pursuant to Rule 45(b) and Rule 52(b), provided however, that the amount
of Nonutility Subsidiary guarantees in respect of obligations of any Rule 58
companies shall remain subject to the limitations of Rule 58(a)(i).

Certain of the guarantees referred to above may be in support of the
obligations of Subsidiaries or associate companies which are not capable of
exact quantification. In such cases, AEP will determine the exposure of the
instrument for purposes of measuring compliance with the total guarantee limit
by appropriate means including estimation of exposure based on loss experience
or projected potential payment amounts. With regard to financial guarantees, the
terms of the securities of the Subsidiaries or associate companies for which a
guarantee is issued will comply with the financing parameters set forth above.
If appropriate, these estimates will be made in accord with GAAP and these
estimates will be re-evaluated periodically.

AEP or a Subsidiary issuing a guarantee, as the case may be, proposes to
charge each Subsidiary a fee for each guarantee provided on its behalf that is
not greater than the costs, if any, of obtaining the liquidity necessary to
perform the guarantee for the period of time the guarantee remains outstanding.
Any guarantee that is outstanding at the end of the Authorization Period shall
remain in force until it expires or terminates in accordance with its terms.

The aggregate amount of the guarantees will not exceed $8.125 billion (not
taking into account obligations exempt pursuant to Rule 45 and under other
outstanding commission orders.

H. Continuation of Money Pools; Financing Subsidiaries; Addition of Participants
to Nonutility Money Pool; Addition to Utility Money Pool

1. Background and Request

By Order dated December 30, 1976 (HCAR No. 19829; 70-5930) and in
subsequent Orders, the Commission authorized CSW (now AEP Utilities), to
establish and utilize a system money pool, the CSW Money Pool, to coordinate
short-term borrowings for CSW, its electric subsidiary companies and Central and
South West Services, Inc. as set forth in Central and South West Corp., HCAR No.
26697 (Mar. 28, 1997, 70-8557) HCAR No. 24855 (April 5, 1989, 70-7643), HCAR No.
26254 (March 21, 1995, 70-8557), HCAR No. 26854 (Apr. 3, 1998, 70-8557).

In its Order dated June 14, 2000 in File 70-9381 (HCAR No. 27186), the
Commission authorized AEP to continue the Money Pool and to add its utility
subsidiaries and certain other subsidiaries(2) as participants in the AEP System
Money Pool and established borrowing limits for all Participants. A copy of the
Utility Money Pool Agreement is attached hereto as Exhibit C-1.
____________________
[Footnote 2]
The additionalsubsidiaries are Cedar Coal Co., Central Appalachian Coal Co.,
Central Coal Co., Colomet, Inc., Simco, Inc., Southern Appalachian Coal Co.,
Blackhawk Coal Co., Conesville Coal Preparation Company, Franklin Real Estate
Company, and Indiana Franklin Realty, Inc.[End Footnote]

By Order dated December 18, 2002 (HCAR No. 35-27623), AEP was authorized
to form a Nonutility Money Pool on substantially the same terms as the Utility
Money Pool. The list of current participants in the Nonutility Money Pool is
set forth on Exhibit A hereto. A copy of the Nonutility Money Pool Agreement is
attached hereto as Exhibit C-2.

AEP and the participants in each of the Money Pools ("Participants")
hereby request authorization to continue to participate in the Money Pools as
set forth in this Application during the Authorization Period. Each Participant
in either the Utility Money Pool or the Nonutility Money Pool makes unsecured
short-term borrowings from its applicable Money Pool, contributes surplus funds
to its applicable Money Pool and lends to and or extends credit to other
Participants in its applicable Money Pool.

From the date of any Order issued in this File, EWG's and FUCO's will only
be lenders to, not borrowers from, the Nonutility Money Pool.

The following EWG's and/or FUCO's have repaid outstanding loans from the
Nonutility Money Pool:

Company Amount Borrowed
AEP Desert Sky LP, LLC $ 19,784,355
AEP Delaware Investment Co. $ 883
AEP Energy Services Ltd (UK) $350,616,061

The repayment will be reported on the appropriate Quarterly Rule 24
Report.

Current Operations. All short-term borrowing needs of the Participants
may be met by funds in the Money Pools to the extent such funds are available.
Each Participant shall have the right to borrow from the respective Money Pool
from time to time, subject to the availability of funds and the limitations and
conditions set forth in orders of this Commission; provided, however, that the
aggregate amount of all loans requested by any Participant approved hereunder
shall not exceed the applicable borrowing limits set forth in orders of the
Commission and other regulatory authorities, and agreements binding upon such
Participant. No Participant shall be obligated to borrow from any Money Pool if
lower cost funds can be obtained from its own external borrowing. Neither AEP
nor AEP Utilities will borrow funds from either of the Money Pools or any
Participant. No funds from the Utility Money Pool or Nonutility Money Pool will
be invested in EWG's or FUCO's or exempt telecommunication companies.

AEPSC, a Rule 88 subsidiary service company, acts as administrative agent
of the Money Pools. AEPSC will administer the Money Pools on an "at cost" basis
and will maintain separate records for each Money Pool. Each Participant, any
Financing Subsidiary and AEP determine the amount of funds it has available for
contribution to the Money Pools. The determination of whether a Participant or
AEP at any time has surplus funds, or shall lend such funds to the Money Pool,
will be made by such Participant's treasurer, any assistant treasurer, or by a
designee thereof, on the basis of cash flow projections and other relevant
factors, in such Participant's sole discretion. Each Participant may withdraw
any of its funds at any time upon notice to AEPSC.

Each Participant may borrow from the Utility Money Pool to the extent of
its Borrowing Limits for short-term debt.

Participants in the Nonutility Money Pool will not engage in lending and
borrowing transactions with Participants in the Utility Money Pool. Neither
Money Pool will borrow from the other Money Pool.

Sources of Funds. The Money Pools are composed from time to time of funds
from the following sources: (i) surplus funds of any of the Participants; (ii)
surplus funds of AEP; or (iii) short-term borrowings by AEP, any Money Pool
Financing Subsidiary or, in the case of the Utility Money Pool, AEP Utilities,
Inc. All debt issued in connection with the Money Pools will be unsecured. AEP
funds made available to the Money Pools will be used first to fund the Utility
Money Pool and thereafter to fund the Nonutility Money Pool.

2. Financing Subsidiaries.

Currently, the Utility Money Pool is funded by AEP through a commercial
paper program. AEP Utilities and the Public Utility Participants in the Utility
Money Pool are also authorized to fund the Utility Money Pool through the
issuance of short-term debt. Currently AEP funds the Nonutility Money Pool.

AEP proposes to create two Financing Subsidiaries: AEP Utility Funding LLC
("AEP UF") to fund the Utility Money Pool and a separate subsidiary AEP
Non-Utility Funding LLC ("AEP-NUF") to fund the Nonutility Money Pool. AEP UF
and AEP-NUF will each be a limited liability corporate subsidiary of AEP formed
under the Delaware law. AEP UF and AEP-NUF will have separate bank accounts for
the separate money pool it funds. Any funds transferred to the money pools will
flow through these separate bank accounts.

AEP is modifying its corporate borrowing program to more fully separate
the operations of the Utility Money Pool and the Nonutility Money Pool to
further assure that there can be no cross-subsidization. This new structure will
facilitate a separate external borrowing program for the Utility Money Pool.

The formation of a similar subsidiary to issue commercial paper for the
benefit of other subsidiaries was granted to Southern Company in HCAR Release
No. 35-27273 in File No. 70-9631.

AEP UF may obtain funds from external sources or from AEP or AEP
Utilities. It is anticipated that AEP UF will have the ability to establish an
external commercial paper program supported by the Public Utility Subsidiaries
and should therefore obtain a higher credit rating than the current program has.
AEP's current credit rating for commercial paper is A2/P3/F2 - and it is
anticipated that AEP UF should initially be rated A2/P2/F2. This will result in
lower financing costs depending on market conditions.

When AEP UF directly issues commercial paper to dealers to fund the
Utility Money Pool, each Public Utility Subsidiary that borrows from AEP UF must
maintain comparable debt ratings to AEP UF and maintain requisite backup
facilities with one or more financial institutions. Each Public Utility
Subsidiary will pay all liabilities incurred by AEP UF relating to the offer and
sale of the commercial paper the proceeds of which were used to make loans to
that Public Utility Subsidiary and its pro rata share of other expenses and
administrative costs of AEP UF in connection with its funding of the Utility
Money Pool. No Public Utility Subsidiary will be liable for the borrowings of
any other affiliate under the Money Pool. The proceeds from the borrowings of
AEP UF will be used to repay its borrowings or be invested to continue funding
the Utility Money Pool. The proceeds of borrowings by AEP UF will not be loaned
to AEP. A copy of the proposed form of Amended and Restated Utility Money Pool
Agreement is attached as Exhibit C-3.

AEP UF and AEP-NUF would be solely financial conduits. They will not have
any business purpose other than to fund the Money Pools. Commission approval
will be sought if other types of transactions are contemplated.

AEP will continue to fund the Nonutility Money Pool with the sale of
commercial paper. If it is determined that AEP can borrow money at a cheaper
rate than that obtained by AEP UF, then AEP will borrow to fund the Utility
Money Pool. As stated above, AEP funds made available to both Money Pools will
be used first to fund the Utility Money Pool and thereafter to fund the
Nonutility Money Pool. The proposed form of Amended and Restated Nonutility
Money Pool is attached as Exhibit C-4 hereto.

AEPSC administers the Money Pools by matching up, to the extent possible,
short-term cash surpluses and loan requirements of AEP and the various
Participants. Participants' requests for short-term loans are met first from
surplus funds of other Participants which are available to the applicable Money
Pool. To the extent that Participant contributions of surplus funds to the
applicable Money Pool are insufficient to meet Participant requests for
short-term loans, AEP may contribute surplus corporate funds to the extent
available or borrowings may be made from external sources.

Funds which are loaned from Participants into the applicable Money Pool
which are not required to satisfy borrowing needs of other Participants will be
invested on the behalf of the respective Money Pool in one or more short-term
instruments, including (i) interest-bearing accounts with banks; (ii)
obligations issued or guaranteed by the U.S. government and/or its agencies and
instrumentalities, including obligations under repurchase agreements; (iii)
obligations issued or guaranteed by any state or political subdivision thereof,
provided that such obligations are rated not less than "A" by a nationally
recognized rating agency; (iv) commercial paper rated not less than "A-1" or
"P-1" or their equivalent by a nationally recognized rating agency; (v) money
market funds; (vi) bank certificates of deposit, (vii) Eurodollar funds; (viii)
short-term debt securities rated AA or above by Standard & Poor's, Aa or above
by Moody's Investors Service, or AA or above by Fitch Ratings; (ix) short-term
debt securities issued or guaranteed by an entity rated AA or above by Standard
& Poor's, Aa or above by Moody's Investors Service, or AA or above by Fitch
Ratings; and (x) such other investments as are permitted by Section 9(c) of the
Act and Rule 40 thereunder.

Use of Proceeds. The Money Pools make funds available to Participants for
the interim financing of their capital expenditure programs and their other
working capital needs and to repay previous borrowings incurred for such
purposes. External borrowings by AEP, AEP Utilities, Inc., AEP UF or AEP-NUF
will not be made unless there are no surplus funds in the treasuries of the
Participants sufficient to meet borrowing needs. However, no loan must be made
by AEP or AEP Utilities, Inc., AEP UF or AEP-NUF if the borrowing Participant
company could borrow more cheaply directly from banks or through the sale of its
own commercial paper. Each Participant will borrow pro rata from each funding
source in the same proportion that the amount of funds provided by that funding
source bears to the total amount of short-term funds available to that Money
Pool.

Interest Rate. The interest rate applicable on any day to then outstanding
loans through the Money Pools will be the composite weighted average daily
effective cost incurred by AEP, AEP Utilities, Inc., or AEP UF or AEP-NUF for
short-term borrowings from external sources for that Money Pool. If there are no
borrowings outstanding then the rate would be the certificate of deposit yield
equivalent of the 30-day Federal Reserve "A2/P2" Non Financial Commercial Paper
Composite Rate ("Composite"), or if no composite is established for that day
then the applicable rate will be the Composite for the next preceding day for
which the Composite is established.

If the Composite shall cease to exist, then the rate would be the
composite which then most closely resembles the Composite and/or most closely
mirrors the pricing AEP would expect if it had external borrowings.

Each Participant receiving a loan hereunder shall repay the principal
amount of such loan, together with all interest accrued thereon, on demand and
in any event not later than the expiration date of the SEC authorization for the
operation of the Money Pool. All loans made through the applicable Money Pool
may be prepaid by the borrower without premium or penalty.

If the Money Pool is in an invested position, interest income related to
external investments will be calculated daily and allocated back to Participants
on the basis of their relative contribution to the investment pool funds on that
date.

3. Addition of Participants to Nonutility Money Pool.

The direct and indirect subsidiaries of AEP set forth on p. 4 of this
Application hereby seek authority to become additional participants in the
Nonutility Money Pool. AEP requests reservation of jurisdiction over addition of
participants to either of the Money Pools.

4. Addition of Dolet Hills Lignite Company, LLC to Utility Money Pool.

Dolet Hills Lignite Company, LLC, a subsidiary of SWEPCO, currently a
participant in the Nonutility Money Pool, seeks to become a participant in the
Utility Money Pool because it is a mining company similar to the other mining
companies which are currently Utility Money Pool Participants. It would no
longer be a participant in the Nonutility Money Pool.

I. Payments of Dividends out of Capital or Unearned Surplus

Section 12 of the Act and Rule 46 thereunder generally prohibit the
payment of dividends out of capital or unearned surplus except pursuant to an
order of the Commission. AEP and the Nonutility Subsidiaries hereby request
authority for the direct and indirect Nonutility Subsidiaries to pay dividends
out of capital or unearned surplus to the fullest extent of the law, provided,
however, that without further approval of the Commission, no Nonutility
Subsidiary will declare or pay any dividend out of capital or unearned surplus
if such Nonutility Subsidiary derives any material part of its revenues from the
sale of goods, services or electricity to any Public Utility Subsidiary. In
addition, the Nonutility Subsidiary will not declare any dividend out of capital
or unearned surplus unless it: (i) has received excess cash as a result of the
sale of assets; (ii) has engaged in a reorganization; and/or (iii) is returning
capital to an associate company.

J. Summary of Requests for Authority

2) AEP seeks authority to increase its capitalization by issuing and
selling from time to time during the Authorization Period (i)
directly, additional Common Stock or options, warrants,
equity-linked securities or stock purchase contracts convertible
into or exercisable for Common Stock, and Preferred Stock, (ii)
indirectly through one or more Financing Subsidiaries, other forms
of preferred securities (including trust preferred securities)
(collectively, "Preferred Securities"),(iii)directly or indirectly
through one or more Financing Subsidiaries new long-term debt
securities having maturities of one year or more up to 50 years
("Long Term Debt"), in an amount up to $3 billion (excluding
securities issued for purposes of refunding or replacing other
outstanding securities where AEP's capitalization is not increased
as a result thereof or and excluding securities otherwise authorized
or exempt);

3) AEP seeks to issue, directly or indirectly through one or more
Financing Subsidiaries, commercial paper, promissory notes and other
forms of short-term indebtedness having maturities of less than one
year, which maturities may be subject to extension to a final
maturity not to exceed 390 days ("Short-term Debt") in an aggregate
amount not to exceed $7.2 billion to fund the AEP Money Pools and
for its own requirements.

4) Kingsport, SWEPCO, TCC, TNC and Wheeling seek authority to issue
secured or unsecured long-term debt in an amount not to exceed $50
million, $600 million, $600 million, $250 million and $50 million,
respectively, excluding securities issued for refunding or replacing
other outstanding securities where the Public Utility Subsidiary's
capitalization is not increased as a result thereof, including the
issuance of long-term debt to AEP, and to enter into hedging
transactions.

8) AEP Utilities, Inc., a registered holding company, seeks authority
to borrow Short-Term Debt in an amount up to $100,000,000 from
external sources or from its parent AEP for its general corporate
purposes.

9) AEP and the Subsidiaries seek authority to (i) acquire, directly or
indirectly, the equity securities of one or more entities
("Financing Subsidiaries") created specifically for the purpose of
facilitating the financing of authorized and exempt activities of
the Applicants through the issuance of long-term debt, short-term
debt, preferred securities and other equity securities to third
parties and to provide guarantees and enter into expense agreements
with respect to the securities or other obligations of Financing
Subsidiaries. Financing Subsidiaries are authorized to transfer
proceeds of any financing to their respective parent companies.
Financing Subsidiaries will, among other things, be authorized to
fund the AEP Money Pools.

10) AEP and participants in the Money Pools seek authority to continue
the Utility Money Pool and the Nonutility Money Pool during the
Authorization Period; to fund the Utility Money Pools through AEP UF
and the Nonutility Money Pool through AEP-NUF with separate
Financing Subsidiaries; to add certain additional nonutility
subsidiaries to the Nonutility Money Pool; and to add Dolet Hills
Lignite Company, LLC currently a participant in the Nonutility Money
Pool to the Utility Money Pool.

12) AEP and its Nonutility Subsidiaries request authorization for the
Nonutility Subsidiaries to pay dividends out of capital or unearned
surplus as set forth on the application.

K. Compliance with Rule 54

The proposed transaction is also subject to Rule 54. Rule 54 provides
that, in determining whether to approve the issue or sale of any securities for
purposes other than the acquisition of any "exempt wholesale generator" ("EWG")
or "foreign utility company" ("FUCO") or other transactions unrelated to EWGs or
FUCOs, the Commission shall not consider the effect of the capitalization or
earnings of subsidiaries of a registered holding company that are EWGs or FUCOs
if the requirements of Rule 53(a), (b) and (c) are satisfied. Under Rule 53(a),
the Commission shall not make certain specified findings under Sections 7 and 12
in connection with a proposal by a holding company to issue securities for the
purpose of acquiring the securities of or other interest in an EWG, or to
guarantee the securities of an EWG, if each of the conditions in paragraphs
(a)(1) through (a)(4) thereof are met, provided that none of the conditions
specified in paragraphs (b)(1) through (b)(3) of Rule 53 exists. Set forth below
is a discussion of the compliance with Rule 53 for AEP.

AEP consummated the merger with Central and South West Corporation, now
AEP Utilities, Inc. ("CSW"), on June 15, 2000 pursuant to an order dated June
14, 2000 (HCAR No. 27186), which further authorized AEP to invest up to 100% of
its consolidated retained earnings, with consolidated retained earnings to be
calculated on the basis of the combined consolidated retained earnings of AEP
and CSW (the "Rule 53(c) Order").

AEP currently meets all of the conditions of Rule 53(a), except for clause
(1). At March 31, 2004, AEP's "aggregate investment", as defined in Rule
53(a)(1), in EWGs and FUCOs was approximately $1.683 billion, or about 86.4% of
AEP's "consolidated retained earnings", also as defined in Rule 53(a)(1), for
the four quarters ended March 31, 2004 ($1.947 billion).

With respect to Rule 53(a)(1), however, the Commission has determined that
AEP's financing of investments in EWGs and FUCOs in an amount greater than the
amount that would otherwise be allowed by Rule 53(a)(1) would not have either of
the adverse effects set forth in Rule 53(c). See the Rule 53(c) Order.

AEP has complied and will continue to comply with the record-keeping
requirements of Rule 53(a)(2), the limitation under Rule 53(a)(3) on the use of
operating company personnel to render services to EWGs and FUCOs, and the
requirements of Rule 53(a)(4) concerning the submission of copies of certain
filings under the Act to retail rate regulatory commissions. Further, none of
the circumstances described in Rule 53(b)(1) or (3) has occurred or is
continuing.

The circumstances described in Rule 53(b)(2) have occurred. As a result of
the recording of a loss with respect to impairment charges, AEP's consolidated
retained earnings declined for the period ending December 31, 2003. The average
consolidated retained earnings of AEP for the four quarterly periods ended March
31, 2004 was $1.947 billion, or a decrease of approximately 22.7% from the
company's average consolidated retained earnings for the four quarterly periods
ended March 31, 2004 of $2.519 billion. In addition, AEP's "aggregate
investment" in EWGs and FUCOs as of March 31, 2004 exceeded 2% of the total
capital invested in utility operations.

In the fourth quarter of 2003 AEP recorded pre-tax impairments of assets
(including goodwill) and investments totaling $1.4 billion that reflected
downturns in energy trading markets, projected long-term decreases in
electricity prices, and other factors. The impairments consisted of $650 million
related to asset impairments, $70 million related to investment value and other
impairment losses, and $711 million related to discontinued operations. Of the
discontinued operations, $577 million was attributable to the impairment of the
fixed-asset carrying value of AEP's two coal-fired generation plants in the
United Kingdom ("U.K. Generation"). AEP recorded a pre-tax impairment of $70
million on certain of its qualifying facilities, as defined under the Public
Utility Regulatory Policies Act of 1978, as amended ("QFs"), in the third
quarter of 2003.

AEP transferred its equity investments in Vale and Caiua to a co-owner in
October 2003, has selected an advisor for the disposition of the UK Generation
and has entered into agreements to sell (i) AEP's domestic coal business; (ii)
four domestic QFs; and (iii) certain gas pipelines, and continues to have
periodic discussions with various parties on business alternatives for certain
of its non-core investments. The ultimate timing for a disposition of one or
more of these assets will depend upon market conditions and the value of any
buyer's proposal.

Applicant respectfully submits that AEP meets the requirements of Rule
53(c). If the effect of the capitalization and earnings of EWGs and FUCOs in
which AEP has an ownership interest upon the AEP holding company system were
considered, there would be no basis for the Commission to withhold or deny
approval for the proposal made in this Application-Declaration. The action
requested in the instant filing would not, by itself, or even considered in
conjunction with the effect of the capitalization and earnings of AEP's EWGs and
FUCOs, have a material adverse effect on the financial integrity of the AEP
system, or an adverse impact on AEP's Public Utility Subsidiaries, their
customers, or the ability of state commissions to protect such public utility
customers. The Rule 53(c) Order was predicated, in part, upon an assessment of
AEP's overall financial condition which took into account, among other factors,
AEP's consolidated capitalization ratio and the growth trend in AEP retained
earnings.

As of December 31, 1999, the most recent period for which financial
statement information was evaluated in the 53(c) Order, AEP's consolidated
capitalization (including CSW on a pro forma basis) consisted of 37.3% common
and preferred equity, 61.3% debt and $335 million principal amount of certain
subsidiary obligated mandatorily redeemable preferred securities of subsidiary
trusts holding solely junior subordinated debentures of such subsidiaries
("Trust Preferred Securities") representing 1.4%.

As of March 31, 2004, AEP's consolidated capitalization consisted of 63.2%
debt, 36.8% common and preferred equity (consisting of common stock representing
36.2% and $133 million principal amount of preferred stock representing 0.6%).

None of AEP's Utility Subsidiaries or their customers will be adversely
impacted by the requested relief.

The ratio of common equity to total capitalization, net of securitization
debt, of each of the Utility Subsidiaries will continue to be maintained at not
less than 30% (except for TCC which will maintain 25% so long as securitization
bonds are outstanding). In addition, each of the Utility Subsidiaries is subject
to regulation by one or more state commissions that are able to protect utility
customers within their respective states.

Since the date of the Rule 53(c) Order, there has been a reduction in
AEP's consolidated equity capitalization ratio; however, it remains within
acceptable ranges and limits of rating agencies for strong investment grade
corporate credit ratings. In addition, the Public Utility Subsidiaries, which
will have a significant influence on the determination of the AEP corporate
rating, continue to show strong financial statistics as measured by the rating
agencies.

As of December 31, 1999, Standard and Poor's ("S&P") rating of secured
debt for AEP's operating subsidiaries was as follows: Appalachian Power Company,
A; Columbus Southern Power Company, A-; Indiana Michigan Power Company, A-;
Kentucky Power Company, A; Ohio Power Company, A-; AEP Texas Central Company
(formerly Central Power and Light Company), A; Public Service Company of
Oklahoma, AA-; Southwestern Electric Power Company, AA-; and AEP Texas North
Company, A. AEP did not have a long-term debt rating as of December 31, 1999.

As of March 31, 2004, S&P's rating of secured debt for AEP's operating
subsidiaries was as follows: Appalachian Power Company, BBB; Columbus Southern
Power Company, BBB; Indiana Michigan Power Company, BBB; Kentucky Power Company,
BBB, Ohio Power Company, BBB, AEP Texas Central Company (formerly Central Power
and Light Company), BBB; Public Service Company of Oklahoma, BBB; Southwestern
Electric Power Company, BBB; and AEP Texas North Company (formerly, West Texas
Utilities Company), BBB.

Reporting

AEP and the Participants will report quarterly to the Commission pursuant
to Rule 24 under the Act within 60 days after the end of each calendar quarter.
Each certificate will set forth the following information:

1. The sales of any Common Stock by AEP and the purchase price per share
of stock issued and sold pursuant to the Authority;

2. Amount and terms of any Long-Term Debt, Preferred Stock, Preferred
Securities, equity-linked securities directly or indirectly issued by
AEP;

3. The amount and terms of any long-term debt issued by Kingsport, SWEPCO,
TCC, TNC or Wheeling issued pursuant to this authority;

4. The amount and terms of any pollution control refinancing issued
pursuant to this Order;

5. If a guarantee is issued during the quarter pursuant to this authority,
the name of the guarantor, the name of the beneficiary of the guarantee
and the amount of the guarantee;

6. The amount and terms of any short-term debt issued by AEP, AEP
Utilities, AEP UF or AEP-NUF or any of the Public Utility Subsidiaries
during the quarter;

7. The notional amount and principal terms of any hedge instruments or
Anticipatory Hedges entered into during the quarter and the identity of
the other parties thereto;

8. Identification of any investments in any new EWG or FUCO counting
against the $150,000,000 limit for such investments;

9. The name, parent company and the amount invested in any financing
entity during the quarter;

10. A table showing at the end of each quarter a capitalization chart for
AEP and each of the Public Utility Subsidiaries similar to the table
attached as Exhibit B hereto;

11. With respect to each participant in the Utility Money Pool and each
participant in the Nonutility Money Pool, the maximum borrowings from
and loans to the respective Money Pool during the quarter and the
interest rate applied to borrowings and loans;

12. Upon the formation of any Financing Subsidiary to fund any Money Pool,
a statement showing the name and date of formation of the Financing
Subsidiary, to be supplied in the next Report, as well as the date of
implementation or discontinuance of any of the Money Pool funding
programs;

13. A list of Form U-6B-2 statements filed with the Commission, including
the name of the filing entity and the date of the filing;

14. The date, amount and payee of dividends out of capital or unearned
surplus paid by any Nonutility Subsidiary;

15. If any Subsidiaries are Variable Interest Entities ("VIEs") as that
term is used in FASB Interpretation 46R, Consolidation of Variable
Interest Entities, provide a description of any financing transactions
conducted during the reporting period that were used to fund such VIEs;

16. If any financing proceeds are used for VIEs, a description of the
accounting for such transaction under FASB Interpretation 46R;

17. Consolidated balance sheets as of the end of the quarter and separate
balance sheets as of the end of the quarter for each company, including
AEP that has engaged in jurisdictional financing transactions during
the quarter;

18. A retained earnings analysis of AEP on a consolidated basis and of each
Utility Subsidiary detailing gross earnings, goodwill amortization,
dividends paid out of each capital account and the resulting capital
account balances at the end of the quarter;

19. Future registration statements filed under the Securities Act of 1933
with respect to securities that are subject of the instant
application-declaration will be filed or incorporated by reference as
exhibits to the next certificate filed under rule 24.

ITEM 2. Fees, Commissions and Expenses.

The fees, commissions and expenses incurred or to be incurred in
connection with the preparation and filing of this Application/Declaration are
estimated not to exceed $2,000.

ITEM 3. Applicable Statutory Provisions.

Sections 6(a), 7, 9(a), 10 and 12 and Rules 43, 45 and 46 thereunder are
or may be applicable to the proposed transactions. To the extent any other
sections of the Act may be applicable to the proposed transactions, the
Applicants hereby request appropriate orders thereunder.

ITEM 4. Regulatory Approval.

No state or federal regulatory authority, other than as described below,
has jurisdiction over the proposed transactions. The Virginia State Corporation
Commission ("VSCC") and the West Virginia Public Service Commission ("WVPSC")
have jurisdiction over the organization of a Financing Subsidiary to provide
services or funds for Appalachian or Wheeling. The VSCC and the WVPSC have
approved the participation of Appalachian and Wheeling in the Utility Money
Pool. Applications are being filed with VSCC and WVPSC for authority to amend
the Utility Money Pool Agreement and to authorize Appalachian and Wheeling to
enter into affiliate transactions (including loans) with the Utility Money Pool
Financing Subsidiary. Appalachian and Wheeling request that the Commission
reserve jurisdiction over (i) the acquisition of securities by Appalachian and
Wheeling of the Utility Money Pool Financing Subsidiary, or (ii) the acquisition
of any securities by Appalachian and Wheeling of their respective wholly-owned
Financing Subsidiaries pending receipt of appropriate orders from the VSCC
and/or WVPSC. If a state commission provides that an affiliate contract may be
disapproved if, after hearing, it is found not to be in the public interest,
then the Applicant shall file with the SEC any order issued by the state
commission. The Kentucky Public Service Commission has jurisdiction over certain
guarantees issued by Kentucky. Kentucky requests the Commission to reserve
jurisdiction over the issuance of any guarantees pending receipt of a necessary
order from the Kentucky Public Service Commission.

ITEM 5. PROCEDURE.

The Commission is requested to publish a notice under Rule 23 with respect
to the filing of this Application/Declaration as soon as practicable. The
Applicant requests that the Commission's order be issued as soon as practicable
after the notice period and in any event not later than May 14, 2004 in order to
accommodate the financing needs of the Company. The Applicants further request
that there should not be a 30-day waiting period between issuance of the
Commission's order and the date on which the order is to become effective,
hereby waives a recommended decision by a hearing officer or any other
responsible officer of the Commission, and consents to the assistance of the
Division of Investment Management in the preparation of the Commission's
decision and/or order, unless the Division of Investment Management opposes the
matters proposed herein.

ITEM 6. Exhibits and Financial Statements.

A. Exhibits.

A - List of current Nonutility Money Pool Participants

B - Table of Equity Debt Ratios.

C-1 - Copy of AEP System Utility Money Pool Agreement.

C-2 - Copy of AEP System Nonutility Money Pool Agreement
dated as of December 18, 2002.

C-3 - Proposed Form of Amended and Restated Utility Money Pool
Agreement.

C-4 - Proposed Form of Amended and Restated NonUtility Money
Pool Agreement.

D - Inapplicable.

E - Opinion of Counsel.

F - Form of Federal Register Notice.

G - Projected cash flow summary of AEP Consolidated for
years 2004-06 (filed confidentially by amendment
pursuant to Rule 104).

B. Financial Statements.

Consolidated balance sheet and statements of income and cash flows of
AEP at December 31, 2003 are incorporated herein by reference to AEP's Form 10-K
for the period ended December 31, 2003, File No. 1-3525).

ITEM 7. Information as to Environmental Effects.

None of the matters that are the subject of this Application/Declaration
involves a "major federal action" nor do such matters "significantly affect the
quality of the human environment" as those terms are used in section 102(2)(C)
of the National Environmental Policy Act. The transaction that is the subject of
this Application/Declaration will not result in changes in the operation of the
Applicant that will have an impact on the environment. The Applicant is not
aware of any federal agency that has prepared or is preparing an environmental
impact statement with respect to the transaction that is the subject of this
Application/Declaration.

SIGNATURES

Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this Amendment No. 2 to Form U-1
to be signed on its behalf by the undersigned thereunto duly authorized.

AMERICAN ELECTRIC POWER COMPANY, INC.
AMERICAN ELECTRIC POWER SERVICE CORPORATION
AEP GENERATING COMPANY
AEP TEXAS CENTRAL COMPANY
AEP TEXAS NORTH COMPANY
APPALACHIAN POWER COMPANY
COLUMBUS SOUTHERN POWER COMPANY
INDIANA MICHIGAN POWER COMPANY
KENTUCKY POWER COMPANY
KINGSPORT POWER COMPANY
OHIO POWER COMPANY
PUBLIC SERVICE COMPANY OF OKLAHOMA
SOUTHWESTERN ELECTRIC POWER COMPANY
WHEELING POWER COMPANY
AEP ACQUISITION, L.L.C.
AEP COAL, INC.
AEP COAL MARKETING, LLC
AEP COMMUNICATIONS, INC.
AEP COMMUNICATIONS, LLC
AEP DELAWARE INVESTMENT COMPANY
AEP DELAWARE INVESTMENT COMPANY II
AEP DELAWARE INVESTMENT COMPANY III
AEP EMTECH, LLC
AEP EMISSIONS MARKETING, LLC
AEP ENERGY SERVICES GAS HOLDING COMPANY
AEP ENERGY SERVICES INVESTMENTS, INC.
AEP ENERGY SERVICES LIMITED
AEP ENERGY SERVICES UK GENERATION LIMITED
AEP ENERGY SERVICES, INC.
AEP FIBER VENTURE, LLC
AEP GAS MARKETING LP
AEP GAS POWER GP, LLC
AEP HOUSTON PIPE LINE COMPANY, LLC
AEP INVESTMENTS, INC.
AEP OHIO RETAIL ENERGY, LLC
AEP PRO SERV, INC.
AEP RESOURCES, INC.
AEP TEXAS COMMERCIAL & INDUSTRIAL RETAIL GP, LLC
AEP TEXAS COMMERCIAL & INDUSTRIAL RETAIL LIMITED PARTNERSHIP
AEP TEXAS POLR GP, LLC
AEPR OHIO, LLC
BLACKHAWK COAL COMPANY
C3 COMMUNICATIONS, INC.
C3 NETWORKS & COMMUNICATIONS LIMITED PARTNERSHIP
C3 NETWORKS GP, L.L.C.
C3 NETWORKS LIMITED PARTNERSHIP
CSW ENERGY, INC.
CSW INTERNATIONAL, INC.
CEDAR COAL COMPANY
CENTRAL APPALACHIAN COAL COMPANY
CENTRAL COAL COMPANY
COLOMET, INC.
CONESVILLE COAL PREPARATION COMPANY
DOLET HILLS LIGNITE COMPANY, LLC
FRANKLIN REAL ESTATE COMPANY
HPL GP, LLC
HOUSTON PIPE LINE COMPANY, LP
INDIANA FRANKLIN REALTY, INC.
JEFFERSON ISLAND STORAGE & HUB L.L.C.
MUTUAL ENERGY L.L.C.
POLR POWER, L.P.
SIMCO, INC.
SOUTHERN APPALACHIAN COAL COMPANY
UNITED SCIENCES TESTING, INC.
VENTURES LEASE CO., LLC

By: /s/ Stephen P. Smith
Treasurer of all the above-listed companies.
Dated: June 30, 2004
-and-

CSW DEVELOPMENT-I, INC.
CSW FT. LUPTON, INC.
CSW MULBERRY, INC.
CSW MULBERRY II, INC.
CSW ORANGE, INC.
CSW ORANGE II, INC.
CSW POWER MARKETING, INC.
CSW SERVICES INTERNATIONAL, INC.
CSW SWEENY GP I, INC.
CSW SWEENY GP II, INC.
CSW SWEENY LP I, INC.
CSW SWEENY LP II, INC.
NEWGULF POWER VENTURE, INC.
NOAH I POWER GP, INC.

By: /s/ Wendy G. Hargus
Treasurer of all the above-listed companies.
Dated: June 30, 2004
-and-

AEP C & I COMPANY, LLC
AEP DESERT SKY GP, LLC
AEP DESERT SKY LP, LLC
AEP DESERT SKY LP II, LLC
AEP T&D SERVICES, LLC
AEP TEXAS POLR, LLC
AEP WIND GP, LLC
AEP WIND HOLDING, LLC
AEP WIND LP, LLC
AEP WIND LP II, LLC
HPL HOLDINGS, INC.
REP HOLDCO, LCC
REP GENERAL PARTNER, L.L.C.

By: /s/ Stephen P. Smith
Treasurer of all the above-listed companies.
Dated: June 30, 2004
-and-

AEP ELMWOOD LLC
AEP MEMCO LLC
AEP POWER MARKETING, INC.
AEP UTILITIES, INC.
CSW ENERGY SERVICES, INC.

By: /s/ Stephen P. Smith
Treasurer of all the
above-listed companies.
Dated: June 30, 2004
-and-

AEP HOLDINGS I C.V.

By: AEP Delaware Investment Company III
Its: Managing Partner

By: /s/ Stephen P. Smith
Treasurer of
AEP DELAWARE INVESTMENT COMPANY III
Dated: June 30, 2004

-and-

AEP HOLDINGS II C.V.

By: AEP Delaware Investment Company II
Its: Managing Partner

By: /s/ Stephen P. Smith
Treasurer of
AEP DELAWARE INVESTMENT COMPANY II
Dated: June 30, 2004

-and-

MUTUAL ENERGY SWEPCO L.P.

By: REP Holdco, LLC
Its: Managing Partner

By: /s/ Stephen P. Smith
Treasurer of REP HOLDCO, LLC
Dated: June 30, 2004

-and-

TRENT WIND FARM, L.P.

By: AEP Wind LP II, LLC
Its: Managing Partner

By: /s/ Stephen P. Smith
Treasurer of AEP WIND LP II, LLC
Dated: June 30, 2004

Exhibit A
NONUTILITY MONEY POOL PARTICIPANTS

The entities that are currently participants in the Nonutility Money Pool
and Applicants to this Filing ("Nonutility Money Pool Participants") are listed
below.(3)

Entity Description Authorization

AEP Coal, Inc. Coal Mining Operations in Midwest Rule 58
AEP Power Marketing, Inc. Power Marketing Rule 58/Order
AEP Pro Serv, Inc. Professional Services for Order
industrial and energy
customers
AEP Texas Commercial & Industrial Gas and electric retail Rule 58
Retail Limited Partnership marketing
AEP T&D Services, LLC Professional Services for Rule 58
transmission and distribution
AEP C & I Company, LLC Gas and electric commercial Rule 58
and industrial retail marketing
AEP Gas Power GP, LLC Gas and electric commercial Rule 58
and industrial retail marketing
AEP Texas Commercial & Industrial Gas and electric commercial Rule 58
Retail GP, LLC and industrial retail marketing
AEP Communications, Inc. Telecom and fiber optics company ETC
AEP Communications, LLC Telecom and fiber optics company ETC
C3 Networks GP, L.L.C. Telecom and fiber optics company ETC
C3 Networks Limited Partnership Telecom and fiber optics company ETC
C3 Networks & Communications Telecom and fiber optics company ETC
Limited Partnership
AEP Fiber Venture, LLC Telecom and fiber optics company ETC
C3 Communications, Inc. Telecom and fiber optics company ETC
AEP Energy Services, Inc. Energy trading operations Rule 58
AEP EmTech, LLC Owns and manages Rule 58
intellectual property
AEP Investments, Inc. Owns and manages Order
intellectual property
Ventures Lease Co., LLC 100% owned by AEP Resources Order
AEP Resources, Inc. Service company Order
AEP Delaware Investment Company 1% owner of AEP holdings FUCO/PP
AEP Delaware Investment Company II Holding company FUCO/PP
AEP Delaware Investment Company III Energy management FUCO/PP
AEP MEMCO LLC Barge operations Order
AEP Elmwood LLC Barge maintenance Order
Entity Description Authorization
United Sciences Testing, Inc. Emissions testing systems Rule 58
AEP Energy Services Gas Holding Company Gas marketing Order
Jefferson Island Storage & Hub L.L.C. Gas marketing Order
AEP Acquisition, L.L.C. Gas marketing Order
AEP Energy Services Investments, Inc. Gas marketing Order
Houston Pipe Line Company, LP Gas pipeline Order
AEP Gas Marketing LP Gas marketing Order
HPL Holdings, Inc. Gas marketing Order
CSW International, Inc. International holding company Order
AEP Holdings I CV Holding company FUCO/PP
AEP Holdings II CV Holding company FUCO/PP
AEP Energy Services UK Generation European power generation FUCO/PP
Limited
AEP Energy Services Limited European trading operations FUCO/PP
CSW Energy, Inc. Domestic IPP's Order
CSW Power Marketing, Inc. Power marketing Rule 58
CSW Ft. Lupton, Inc. Power plant operations Rule 58
Newgulf Power Venture, Inc. Power plant operations EWG
CSW Development-I, Inc. Power plant operations Rule 58
CSW Energy Services, Inc. Energy Marketer Rule 58
Mutual Energy SWEPCO L.P. Retail electric provider Rule 58
REP Holdco, LLC Retail electric provider Rule 58
REP General Partner L.L.C. Retail electric provider Rule 58
AEP Ohio Retail Energy, LLC Retail electric provider Rule 58
Mutual Energy L.L.C. Retail electric provider Rule 58
AEP Texas POLR, LLC (formerly AEP Texas Retail electric provider of Rule 58
Retail GP, LLC) last resort
POLR Power, L.P. Retail electric provider of Rule 58
last resort
Dolet Hills Lignite Company, LLC Coal mining operations in Rule 58
Louisiana
AEP Desert Sky GP, LLC Wind generation operations EWG
AEP Desert Sky LP, LLC Wind generation operations EWG

_______________________
[Footnote 3]
The following participants in the Nonutility Money Pool although authorized
are no longer participants because they have been removed, dissolved or sold:
AEP Retail Energy LLC, AEP Credit, Inc., Industry and Energy Associates LLC, AEP
Gas Power Systems, LLC, AEP Retail Energy LLC, AEP Resource Services LLC,
Mid-Texas Pipeline Company, Eastex Cogeneration LP, CSW Eastex LP I Inc.,
Enershop, Mutual Energy CPL LP, Mutual Energy WTU LP, Mutual Energy Service Co.,
LLC, AEP Ohio Commercial & Industrial Retail Company LLC, Universal
Supercapacitors, LIG, Inc., LIG Pipeline Company, Tuscaloosa Pipeline Company,
LIG Liquids Company, L.L.C., Louisiana Intrastate Gas Company, L.L.C., LIG
Chemical Company, NGLE Project Management Company Limited, NGLE International,
Limited, NGLE Pushan Power, LDC. [End Footnote]

Exhibit B

Money Pool Rule 24 Report
Capitalization data for AEP and each of the Utility Subsidiaries as of March 31, 2004.

CAPITALIZATION STRUCTURE
(as of 3/31/04)

Company Common Equity Preferred Stock Long-Term Debt** Short-Term Debt Total Capitalization
----------------- ----------------- ------------------- ---------------- --------------------
($ in thousands) Amount % Amount % Amount % Amount % Amount %
--------------------------- ------ --- ------ --- ------ --- ------ --- ------ ---

American Electric Power
Company, Inc 8,070,436 36.2% 132,598 0.6% 13,767,060 61.7% 325,638 1.5% 22,295,732 100.0%

AEP Generating
Company 46,440 42.6% 0 0.0% 44,813 41.1% 17,745 16.3% 108,999 100.0%

AEP Texas
Central Company 1,197,837 34.6% 5,940 0.2% 2,261,862 65.3% 0 0.0% 3,465,639 100.0%

AEP Texas
North Company 244,592 42.2% 2,357 0.4% 332,748 57.4% 0 0.0% 579,697 100.0%

Appalachian
Power Company 1,373,259 42.4% 23,144 0.7% 1,824,723 56.4% 16,566 0.5% 3,237,692 100.0%

Columbus Southern
Power Company 909,426 50.3% 0 0.0% 897,643 49.7% 0 0.0% 1,807,069 100.0%

Indiana Michigan
Power Company 1,088,600 43.6% 69,546 2.8% 1,340,101 53.6% 0 0.0% 2,498,247 100.0%

Kentucky Power
Company 321,624 38.8% 0 0.0% 507,625 61.2% 0 0.0% 829,249 100.0%

Kingsport Power
Company 26,115 54.2% 0 0.0% 20,000 41.5% 2,037 4.2% 48,152 100.0%

Ohio Power
Company 1,479,765 41.4% 21,645 0.6% 2,049,509 57.3% 26,572 0.7% 3,577,490 100.0%

Public Service Company
of Oklahoma 464,477 42.5% 5,267 0.5% 574,334 52.6% 47,642 4.4% 1,091,720 100.0%

Southwestern Electric
Power Company 708,811 44.2% 4,700 0.3% 855,374 53.3% 36,268 2.3% 1,605,152 100.0%

Wheeling Power
Company 35,735 100.0% 0 0.0% 0 0.0% 0 0.0% 35,735 100.0%

* Preferred stock includes $133 preferred stocks.
** LT Debt includes:
**Trust Preferred Stock $254
**Equity Unit Senior Notes $361
**Securitization Bond $717
**Subone $525
**Dow $516
**JMG $401
**LT Debt due within 1-year $1,904

Exhibit C-1
AEP SYSTEM
MONEY POOL AGREEMENT

This MONEY POOL AGREEMENT ("Agreement") is made and entered into this 18th
day of January, 2001 by and among American Electric Power Company, Inc. ("AEP"),
a New York corporation and a registered holding company under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), and certain of its direct
or indirect subsidiaries, each of which are signatories hereto, or which
subsequently become signatories hereto and agree to abide by the terms herein
(each direct or indirect subsidiary, a "Party" and collectively, the "Parties").

WHEREAS, the Parties from time to time have need to borrow funds on a
short-term basis; and

WHEREAS, some of the Parties from time to time are expected to have funds
available to loan on a short-term basis; and

WHEREAS, AEP and the Parties desire to establish a pool (the "Money Pool")
to coordinate and provide for certain of the Parties' short-term cash
requirements;

NOW THEREFORE, in consideration of the premises, and the mutual promises
set forth herein, the Parties and AEP hereto agree as follows:

ARTICLE I
CONTRIBUTIONS AND BORROWINGS

Section 1.1. Contributions to the Money Pool.

American Electric Power Service Corporation ("AEPSC") shall act as
administrative agent of the Money Pool. Each Party and AEP will determine from
time to time, the amount of funds it has available for contribution to the Money
Pool. The determination of whether a Party or AEP at any time has surplus funds,
or shall lend such funds to the Money Pool, will be made by such Party's
treasurer, or by a designee thereof, on the basis of cash flow projections and
other relevant factors, in such Party's sole discretion. Each Party may withdraw
any of its funds at any time upon notice to AEPSC.

Section 1.2 Rights to Borrow.

(a) Subject to the provisions of Section 1.4(b) of this Agreement, all
short-term borrowing needs of the Parties may be met by funds in the Money Pool
to the extent such funds are available. Each Party shall have the right to
borrow from the Money Pool from time to time, subject to the availability of
funds and the limitations and conditions set forth herein and in the applicable
orders of the Securities and Exchange Commission ("SEC") and other regulatory
authorities. Each Party may request loans from the Money Pool from time to time
during the period from the date hereof until this Agreement is terminated by
written agreement of the Parties and AEP; provided, however, that the aggregate
amount of all loans requested by any Party hereunder shall not exceed the
applicable borrowing limits set forth in applicable orders of the SEC and other
regulatory authorities, resolutions of such Party's shareholders and Board of
Directors, such Party's governing corporate documents, and agreements binding
upon such Party. No Party shall be obligated to borrow from the Money Pool if
lower cost funds can be obtained from its own external borrowing.

(b) AEP will not borrow funds from the Money Pool or any Party.

Section 1.3 Source of Funds.

(a) Funds will be available through the Money Pool from the following
sources for use by the Parties from time to time: (i) surplus funds in the
treasuries of the Parties; (ii) surplus funds in the treasury of AEP; and (iii)
external borrowings by AEP from the sale of commercial paper notes and/or other
instruments authorized by the SEC, and/or bank borrowings ("External Funds"),
the proceeds of which would be added to AEP's treasury funds, in each case to
the extent permitted by applicable laws and regulatory orders. Funds will be
made available from such sources in such stated order of priority.

(b) Each borrowing Party will borrow pro rata from each fund source in the
same proportion that the amount of funds provided from that fund source bears to
the total amount of short-term funds available to the Money Pool.

Section 1.4 Authorization.

(a) The determination of whether a Party or AEP has at any time surplus
funds to lend to the Money Pool will be made by its treasurer, or by a designee
thereof.

(b) Any loan from the Money Pool to a Party shall be authorized by the
borrowing Party's treasurer, or by a designee thereof. No Party shall be
required to effect a borrowing through the Money Pool if such Party determines
that it can (and is authorized to) effect such borrowing at lower cost through
the sale of its own commercial paper or other instruments, or borrowing directly
from banks.

Section 1.5 External Investment of Investment Pool Funds.

Funds which are loaned from Parties into the Money Pool which are not
required to satisfy borrowing needs of other Parties ("Investment Pool") will be
invested by AEP on the behalf of the lending Parties in one or more short-term
instruments ("External Investments").

Section 1.6 Money Pool Interest.

The interest rate applicable on any day to then outstanding loans through
the Money Pool, whether or not evidenced by a promissory demand note, will be
the composite weighted average daily effective cost incurred by AEP for External
Funds outstanding on that date. If there are no External Funds outstanding on
that date, then the rate would be the certificate of deposit yield equivalent of
the 30-day Federal Reserve "AA" Non-Financial Commercial Paper Composite Rate
(the "Composite"), or if no Composite is established for that day, then the
applicable rate will be the Composite for the next preceding day for which a
composite is established. If the Composite shall cease to exist, then the rate
would be the composite which then most closely resembles the Composite and/or
most closely mirrors the pricing AEP would expect if it had External Funds.

Section 1.7 Investment Pool Interest.

Interest income related to External Investments will be calculated daily
and allocated back to lending Parties on the basis of their relative
contribution to the Investment Pool funds on that date.

Section 1.8 Repayment.

Each Party receiving a loan hereunder shall repay the principal amount of
such loan, together with all interest accrued thereon, on demand and in any
event not later than the expiration date of the SEC authorization for the
operation of the Money Pool. All loans made through the Money Pool may be
prepaid by the borrower without premium or penalty.

Section 1.9 Form of Loans to Parties.

Loans to the Parties through the Money Pool will be made pursuant to
open-account advances, although any lending Party would at all times be entitled
to receive upon demand a promissory note evidencing the transaction. Any such
note shall: (a) be substantially in the form attached herewith as Exhibit A; (b)
be dated as of the date of the initial borrowing; (c) mature on demand or on a
date mutually agreed to by the Parties to the transaction, but in any event not
later than the expiration date of the SEC authorization for the operation of the
Money Pool; and (d) be repayable in whole at any time or in part from time to
time, without premium or penalty.

ARTICLE II
OPERATION OF THE MONEY POOL

Section 2.1 Operation.

Operation of the Money Pool, including record keeping and coordination of
loans, will be handled by AEPSC under the authority of the treasurer of AEP
and/or AEPSC. AEPSC shall be responsible for the determination of all applicable
interest rates and charges to be applied to any loans from the Money Pool and
earnings to be applied to any loans to the Money Pool and/or Investment Pool
outstanding at any time hereunder, shall maintain records of all advances,
interest charges and accruals and interest and principal payments for purposes
hereof, and shall prepare periodic reports thereof for the Parties.

Section 2.2 Certain Costs.

The cost of fees and/or compensating balances paid to banks to maintain
credit lines will initially be allocated to the Parties and AEP on the basis of
prior calendar year relative maximum non-coincidental borrowings, and such costs
will be retroactively reallocated at the end of each calendar year on the basis
of that year's actual relative maximum non-coincidental borrowings of the
Parties and AEP.

Section 2.3 Event of Default.

If any Party shall generally not pay its debts as such debts become due,
or shall admit in writing its inability to pay its debts generally, or shall
make a general assignment for the benefit of creditors, or any proceeding shall
be instituted by or against any Party seeking to adjudicate it a bankrupt or
insolvent, then the other Parties may declare the unpaid principal amount of any
loans to such Party, and all interest thereon, to be forthwith due and payable
and all such amounts shall forthwith become due and payable.

ARTICLE III
MISCELLANEOUS

Section 3.1 Amendments.

No amendment to this Agreement shall be effective unless the same be in
writing and signed by Parties thereto.

Section 3.2 Legal Responsibility.

Nothing herein contained shall render AEP or any Party liable for the
obligations of any other Party(ies) hereunder and the rights, obligations and
liabilities of AEP and the Parties are several in accordance with their
respective obligations, and not joint.

Section 3.3 Governing Law.

This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York.

IN WITNESS WHEREOF, the undersigned companies have duly caused this
document to be signed on their behalf on the date first written above by the
undersigned thereunto duly authorized.

AMERICAN ELECTRIC POWER COMPANY, INC.
AMERICAN ELECTRIC POWER SERVICE CORPORATION
AEP GENERATING COMPANY APPALACHIAN POWER COMPANY BLACKHAWK
COAL COMPANY CEDAR COAL COMPANY CENTRAL APPALACHIAN COAL
COMPANY CENTRAL COAL COMPANY CENTRAL OHIO COAL COMPANY CENTRAL
POWER AND LIGHT COMPANY COLOMET, INC. COLUMBUS SOUTHERN POWER
COMPANY CONESVILLE COAL PREPARATION COMPANY FRANKLIN REAL
ESTATE COMPANY INDIANA FRANKLIN REALTY COMPANY INDIANA
MICHIGAN POWER COMPANY KENTUCKY POWER COMPANY KINGSPORT POWER
COMPANY OHIO POWER COMPANY PUBLIC SERVICE COMPANY OF OKLAHOMA
WHEELING POWER COMPANY SIMCO INC.
SOUTHERN APPALACHIAN COAL COMPANY
SOUTHERN OHIO COAL COMPANY
SOUTHWESTERN ELECTRIC POWER COMPANY
WEST VIRGINIA POWER COMPANY
WEST TEXAS UTILITIES COMPANY
WINDSOR COAL COMPANY

By: /s/ Armando A. Pena
Treasurer of each of the above-listed companies

EXHIBIT A

FORM OF MONEY POOL NOTE
TO BE EXECUTED BY BORROWING PARTIES
TO AEP OR OTHER PARTIES

___________________, 20__

FOR VALUE RECEIVED, the undersigned, ____________________ (the
"Borrower"), hereby promises to pay to the order of _____________________ (the
"Lender") at its principal office in ____________________, on demand or on
_____________________, 20__, or at the option of the Borrower, whichever first
occurs, but in any event not later than the expiration date of the SEC
authorization for the operation of the Money Pool, the principal sum set forth
on the attachment hereto as "Principal Amount Outstanding." This note may be
paid in full at any time or in part from time to time without premium or
penalty. The Principal Amount Outstanding shall bear interest, calculated daily,
at a rate equal to AEP's weighted average daily effective cost for all External
Borrowings outstanding on that date. If there are no External Borrowings
outstanding on that date, then the rate would be the CD yield equivalent of the
30-day Federal Reserve "AA" Non-Financial Commercial Paper Composite Rate (the
"Composite"), or if no Composite is established for that day, then the
applicable rate will be the Composite for the next preceding day for which a
Composite is established.

This Note shall be governed by, and construed and interpreted in
accordance with, the Laws of the State of New York.

IN WITNESS WHEREOF, the undersigned, pursuant to due authorization, has
caused this Note to be executed in its name and on its behalf by its duly
authorized officer.

(Name of Borrower)

By: ______________________________
Name:
Title:

Principal
Loan Amount
Date (Repayment) Outstanding Rate Interest

Exhibit C-2
AEP SYSTEM NONUTILITY
MONEY POOL AGREEMENT

This NONUTILITY MONEY POOL AGREEMENT ("Agreement") is made and entered
into this 18th day of December, 2002 by and among American Electric Power
Company, Inc. ("AEP"), a New York corporation, a registered holding company
under the Public Utility Holding Company Act of 1935, as amended (the "Act"),
and certain of AEP's direct or indirect subsidiaries, each of which are
signatories hereto, or which subsequently become signatories hereto and agree to
abide by the terms herein (each direct or indirect subsidiary, a "Party" and
collectively, the "Parties").

WHEREAS, the Parties from time to time have need to borrow funds on a
short-term basis; and

WHEREAS, some of the Parties from time to time are expected to have funds
available to loan on a short-term basis; and

WHEREAS, AEP and the Parties desire to establish a pool (the "Nonutility
Money Pool") to coordinate and provide for certain of the Parties' short-term
cash requirements;

NOW THEREFORE, in consideration of the premises, and the mutual promises
set forth herein, the Parties and AEP hereto agree as follows:

ARTICLE I
CONTRIBUTIONS AND BORROWINGS

Section 1.1. Contributions to the Nonutility Money Pool.

American Electric Power Service Corporation ("AEPSC") shall act as
administrative agent of the Nonutility Money Pool. Each Party and AEP will
determine from time to time, the amount of funds it has available for
contribution to the Nonutility Money Pool. The determination of whether a Party
or AEP at any time has surplus funds, or shall lend such funds to the Nonutility
Money Pool, will be made by such Party's treasurer, or by a designee thereof, on
the basis of cash flow projections and other relevant factors, in such Party's
sole discretion. Each Party may withdraw any of its funds at any time upon
notice to AEPSC.

Section 1.2 Rights to Borrow.

(a) Subject to the provisions of Section 1.4(b) of this Agreement, all
short-term borrowing needs of the Parties may be met by funds in the Nonutility
Money Pool to the extent such funds are available. Each Party shall have the
right to borrow from the Nonutility Money Pool from time to time, subject to the
availability of funds and the limitations and conditions set forth herein and in
the applicable orders of the Securities and Exchange Commission ("SEC") and
other regulatory authorities. Each Party may request loans from the Nonutility
Money Pool from time to time during the period from the date hereof until this
Agreement is terminated by written agreement of the Parties and AEP; provided,
however, that the aggregate amount of all loans requested by any Party hereunder
shall not exceed the applicable borrowing limits set forth in applicable orders
of the SEC and other regulatory authorities, resolutions of such Party's
shareholders and Board of Directors, such Party's governing corporate documents,
and agreements binding upon such Party. No Party shall be obligated to borrow
from the Nonutility Money Pool if lower cost funds can be obtained from its own
external borrowing.

(b) AEP will not borrow funds from the Nonutility Money Pool or any Party.

Section 1.3 Source of Funds.

(a) Funds will be available through the Nonutility Money Pool from the
following sources for use by the Parties from time to time: (i) surplus funds in
the treasuries of the Parties; (ii) surplus funds in the treasury of AEP; and
(iii) external borrowings by AEP from the sale of commercial paper notes and/or
other instruments authorized by the SEC, and/or bank borrowings ("External
Funds"), the proceeds of which would be added to AEP's treasury funds, in each
case to the extent permitted by applicable laws and regulatory orders. Funds
will be made available from such sources in such stated order of priority.

Section 1.4 Authorization.

(a) The determination of whether a Party or AEP has at any time surplus
funds to lend to the Nonutility Money Pool will be made by its treasurer, or by
a designee thereof.

(b) Any loan from the Nonutility Money Pool to a Party shall be authorized
by the borrowing Party's treasurer, or by a designee thereof. No Party shall be
required to effect a borrowing through the Nonutility Money Pool if such Party
determines that it can (and is authorized to) effect such borrowing at lower
cost through the sale of its own commercial paper or other instruments, or
borrowing directly from banks.

Section 1.5 External Investment of Nonutility Investment Pool Funds.

Funds which are loaned from Parties into the Nonutility Money Pool which are not
required to satisfy borrowing needs of other Parties ("Nonutility Investment
Pool") will be invested by AEP on the behalf of the lending Parties in one or
more short-term instruments ("External Investments").

Section 1.6 Nonutility Money Pool Interest.

The interest rate applicable on any day to then outstanding loans through
the Nonutility Money Pool, whether or not evidenced by a promissory demand note,
will be the composite weighted average daily effective cost incurred by AEP for
External Funds outstanding on that date. If there are no External Funds
outstanding on that date, then the rate would be the certificate of deposit
yield equivalent of the 30-day Federal Reserve "AA" Non-Financial Commercial
Paper Composite Rate (the "Composite"), or if no Composite is established for
that day, then the applicable rate will be the Composite for the next preceding
day for which a composite is established. If the Composite shall cease to exist,
then the rate would be the composite which then most closely resembles the
Composite and/or most closely mirrors the pricing AEP would expect if it had
External Funds.

Section 1.7 Nonutility Investment Pool Interest.

Interest income related to External Investments will be calculated daily
and allocated back to lending Parties on the basis of their relative
contribution to the Nonutility Investment Pool funds on that date.

Section 1.8 Repayment.

Each Party receiving a loan hereunder shall repay the principal amount of
such loan, together with all interest accrued thereon, on demand and in any
event not later than the expiration date of the SEC authorization for the
operation of the Nonutility Money Pool. All loans made through the Nonutility
Money Pool may be prepaid by the borrower without premium or penalty.

Section 1.9 Form of Loans to Parties.

Loans to the Parties through the Nonutility Money Pool will be made
pursuant to open-account advances, although any lending Party would at all times
be entitled to receive upon demand a promissory note evidencing the transaction.
Any such note shall: (a) be substantially in the form attached herewith as
Exhibit A; (b) be dated as of the date of the initial borrowing; (c) mature on
demand or on a date mutually agreed to by the Parties to the transaction, but in
any event not later than the expiration date of the SEC authorization for the
operation of the Nonutility Money Pool; and (d) be repayable in whole at any
time or in part from time to time, without premium or penalty.

ARTICLE II
OPERATION OF THE NONUTILITY MONEY POOL

Section 2.1 Operation.

Operation of the Nonutility Money Pool, including record keeping and
coordination of loans, will be handled by AEPSC under the authority of the
treasurer of AEP and/or AEPSC. AEPSC shall be responsible for the determination
of all applicable interest rates and charges to be applied to any loans from the
Nonutility Money Pool and earnings to be applied to any loans to the Nonutility
Money Pool and/or Nonutility Investment Pool outstanding at any time hereunder,
shall maintain records of all advances, interest charges and accruals and
interest and principal payments for purposes hereof, and shall prepare periodic
reports thereof for the Parties.

Section 2.2 Certain Costs.

Section 2.3 Event of Default.

ARTICLE III
MISCELLANEOUS

Section 3.1 Amendments.

No amendment to this Agreement shall be effective unless the same be in
writing and signed by Parties thereto.

Section 3.2 Legal Responsibility.

Section 3.3 Governing Law.

This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York.

IN WITNESS WHEREOF, the undersigned companies have duly caused this document to
be signed on their behalf on the date first written above by the undersigned
thereunto duly authorized.

AMERICAN ELECTRIC POWER COMPANY, INC.
AMERICAN ELECTRIC POWER SERVICE CORPORATION

AEP ACQUISITION, L.L.C.
AEP C&I COMPANY, LLC
AEP COAL, INC.
AEP COMMUNICATIONS, INC.
AEP COMMUNICATIONS, LLC
AEP CREDIT, INC.
AEP DELAWARE INVESTMENT COMPANY II
AEP DELAWARE INVESTMENT COMPANY III
AEP DESERT SKY GP, LLC
AEP DESERT SKY LP LLC
AEP ELMWOOD LLC
AEP EMTECH, LLC
AEP ENERGY SERVICES GAS HOLDING COMPANY
AEP ENERGY SERVICES, INC.
AEP ENERGY SERVICES INVESTMENTS, INC.
AEP ENERGY SERVICES LIMITED
AEP ENERGY SERVICES UK GEN LTD.
AEP FIBER VENTURE, LLC
AEP GAS MARKETING LP
AEP GAS POWER GP, LLC
AEP GAS POWER SYSTEM GP, LLC
AEP HOLDINGS I CV
AEP HOLDINGS II CV
AEP INVESTMENTS, INC.
AEP MEMCO LLC
AEP OHIO COMMERCIAL & INDUSTRIAL RETAIL CO., LLC
AEP OHIO RETAIL ENERGY LLC
AEP POWER MARKETING, INC.
AEP PRO SERV, INC.
AEP PUSHAN POWER, LDC
AEP RESOUCE SERVICES, LLC
AEP RESOURCES INTERNATIONAL, LIMITED
AEP RESOURCES PROJECT MANAGEMENT COMPANY, LTD.
AEP RESOURCES, INC.
AEP RETAIL ENERGY, LLC
AEP T&D SERVICES, LLC
AEP TEXAS COMMERCIAL & INDUSTRIAL RETAIL GP, LLC
AEP TEXAS RETAIL GP, LLC
C3 COMMUNICATIONS, INC.
C3 NETWORKS & COMMUNICATIONS LP
C3 NETWORKS GP, LLC
C3 NETWORKS LIMITED PARTNERSHIP
CSW DEVELOPMENT I, INC.
CSW EASTEX LP I, INC.
CSW ENERGY SERVICES, INC.
CSW ENERGY, INC.
CSW FT. LUPTON, INC.
CSW INTERNATIONAL, INC.
CSW POWER MARKETING, INC.
DOLET HILLS LIGNITE COMPANY, LLC
EASTEX COGENERATION LP
ENERSHOP INC.
HOUSTON PIPE LINE COMPANY LP
HPL HOLDINGS, INC.
INDUSTRY AND ENERGY ASSOCIATES LLC
JEFFERSON ISLAND STORAGE & HUB L.L.C.
LIG CHEMICAL COMPANY
LIG LIQUIDS COMPANY, L.L.C.
LIG PIPELINE COMPANY
LIG, INC.
LOUISIANA INTRASTATE GAS COMPANY, L.L.C.
MID-TEXAS PIPELINE COMPANY
MUTUAL ENERGY L.L.C.
MUTUAL ENERGY SERVICE COMPANY, L.L.C.
MUTUAL ENERGY SWEPCO L.P.
NEWGULF POWER VENTURE
POLR POWER, L.P.
REP GENERAL PARTNER L.L.C.
REP HOLDCO INC.
TUSCALOOSA PIPELINE COMPANY
UNITED SCIENCES TESTING, INC.
UNIVERSAL SUPERCAPACITATORS, LLC
VENTURES LEASE CO., LLC

By: /s/ Wendy G. Hargus
Assistant Treasurer of each of the above-listed companies

EXHIBIT A

FORM OF NONUTILITY MONEY POOL NOTE
TO BE EXECUTED BY BORROWING PARTIES
TO AEP OR OTHER PARTIES

___________________, 20__

FOR VALUE RECEIVED, the undersigned, ____________________ (the
"Borrower"), hereby promises to pay to the order of _____________________ (the
"Lender") at its principal office in ____________________, on demand or on
_____________________, 20__, or at the option of the Borrower, whichever first
occurs, but in any event not later than the expiration date of the SEC
authorization for the operation of the Nonutility Money Pool, the principal sum
set forth on the attachment hereto as "Principal Amount Outstanding." This note
may be paid in full at any time or in part from time to time without premium or
penalty. The Principal Amount Outstanding shall bear interest, calculated daily,
at a rate equal to AEP's weighted average daily effective cost for all External
Borrowings outstanding on that date. If there are no External Borrowings
outstanding on that date, then the rate would be the CD yield equivalent of the
30-day Federal Reserve "AA" Non-Financial Commercial Paper Composite Rate (the
"Composite"), or if no Composite is established for that day, then the
applicable rate will be the Composite for the next preceding day for which a
Composite is established.

This Note shall be governed by, and construed and interpreted in
accordance with, the Laws of the State of New York.

IN WITNESS WHEREOF, the undersigned, pursuant to due authorization, has
caused this Note to be executed in its name and on its behalf by its duly
authorized officer.

(Name of Borrower)

By: _______________________________
Name:
Title:

Principal
Loan Amount
Date (Repayment) Outstanding Rate Interest

EXHIBIT C-3
AEP SYSTEM AMENDED AND RESTATED
UTILITY MONEY POOL AGREEMENT

This AMENDED AND RESTATED UTILITY MONEY POOL AGREEMENT ("Agreement") is
made and entered into this __th day of ____, 2004 by and among American Electric
Power Company, Inc., a New York corporation ("AEP"), AEP Utilities Inc., a
Delaware corporation ("AEP Utilities"), both registered holding companies under
the Public Utility Holding Company Act of 1935, as amended (the "Act"), AEP
Utility Funding LLC, a Delaware limited liability company ("AEPUF"), and certain
of the direct or indirect subsidiaries of AEP, each of which are signatories
hereto and participants in the AEP Utility Money Pool ("Participants"), or which
subsequently become signatories hereto and agree to abide by the terms herein.
(All of the above are referred to as a Party or Parties to this Agreement).

WHEREAS, the following entities are each a direct or indirect Participant
subsidiary of AEP, and a Participant in the AEP Utility Money Pool (collectively
referred to herein as "Operating Companies"):

AEP Generating Company
AEP Texas Central Company
AEP Texas North Company
Appalachian Power Company
Columbus Southern Power Company
Indiana Michigan Power Company
Kentucky Power Company
Kingsport Power Company
Ohio Power Company
Public Service Company Of Oklahoma
Southwestern Electric Power Company
Wheeling Power Company

And

WHEREAS, in addition to the Operating Companies, the following are
Participants in the AEP Utility Money Pool:

American Electric Power Service Corporation
Blackhawk Coal Company
Cedar Coal Company
Central Appalachian Coal Company
Central Coal Company
Colomet, Inc.
Conesville Coal Preparation Company
Dolet Hills Lignite Company, LLC
Franklin Real Estate Company
Indiana Franklin Reality, Inc.
Simco, Inc.
Southern Appalachian Coal Company

WHEREAS, the Participants from time to time have need to borrow funds
on a short-term basis; and

WHEREAS, some of the Parties from time to time are expected to have funds
available to loan on a short-term basis; and

WHEREAS, AEP and the Parties have established a pool (the "Utility Money
Pool") to coordinate and provide for certain of the Participants' short-term
cash requirements;

WHEREAS, AEPUF has been formed to fund the Utility Money Pool; and

NOW THEREFORE, in consideration of the premises, and the mutual promises
set forth herein, the Parties hereto agree as follows:

ARTICLE I
CONTRIBUTIONS AND BORROWINGS

Section 1.1. Contributions to the Utility Money Pool.

American Electric Power Service Corporation ("AEPSC") shall act as
administrative agent of the Utility Money Pool. Each Participant, AEP, AEP
Utilities, and AEPUF will determine from time to time, the amount of funds it
has available for contribution to the Utility Money Pool. The determination of
whether a Party at any time has surplus funds, or shall lend such funds to the
Utility Money Pool, will be made by such Party's treasurer, any assistant
treasurer, or by a designee thereof, on the basis of cash flow projections and
other relevant factors, in such Party's sole discretion. Each Party may withdraw
any of its funds at any time upon notice to AEPSC.

Section 1.2 Rights to Borrow.

(a) Subject to the provisions of Section 1.4(b) of this Agreement, all
short-term borrowing needs of the Participants may be met by funds in the
Utility Money Pool to the extent such funds are available. Each Participant
shall have the right to borrow from the Utility Money Pool from time to time,
subject to the availability of funds and the limitations and conditions set
forth herein and in the applicable orders of the Securities and Exchange
Commission ("SEC") and other regulatory authorities. Each Participant may
request loans from the Utility Money Pool from time to time during the period
from the date hereof until this Agreement is terminated by written agreement of
the Parties; provided, however, that the aggregate amount of all loans requested
by any Participant hereunder shall not exceed the applicable borrowing limits
set forth in applicable orders of the SEC and other regulatory authorities,
resolutions of such Board of Directors, such Party's governing corporate
documents, and agreements binding upon such Party. No Participant shall be
obligated to borrow from the Utility Money Pool if lower cost funds can be
obtained from its own external borrowing.

(b) Neither AEP, AEP Utilities nor AEPUF will borrow funds from the
Utility Money Pool or any Participant.

Section 1.3 Source of Funds.

(a) AEPSC administers the Utility Money Pool by matching up, to the
extent possible, short-term cash surpluses and loan requirements
of the various Participants. Participants' requests for short-term loans
are met first from surplus funds of other Participants which are
available to the Utility Money Pool. To the extent the Participant
contributions of surplus funds to the Utility Money Pool are
insufficient to meet Participant requests for short-term loans, AEP
may contribute corporate funds to the extent available or borrowings
may be made from external sources.

(b) External borrowings may be made by AEP, AEP Utilities, Inc., or AEPUF,
each individually, a Lending Party, collectively Lending Parties,from the
sale of commercial paper notes and/or other instruments authorized by
the SEC, and/or bank borrowings ("External Funds"), the proceeds of
which would be added to the Utility Money Pool, in each case to the
extent permitted by applicable laws and regulatory orders. All debt
issued in connection with the Utility Money Pool will be unsecured.
External borrowings by AEP, AEP Utilities, or AEPUF will not be made
unless there are no surplus funds in the treasuries of the
Participants sufficient to meet borrowing needs. If it is determined
that AEP can borrow money at a cheaper rate than AEPUF can, then AEP
will fund the Utility Money Pool directly.

(c) Each borrowing Participant will borrow pro rata from each fund
source in the same proportion that the amount of funds provided from
that fund source bears to the total amount of short-term funds
available to the Utility Money Pool.

Section 1.4 Authorization.

(a) The determination of whether a Participant or a Lending Party has at
any time surplus funds to lend to the Utility Money Pool will be made by its
treasurer, any assistant treasurer, or by a designee thereof.

(b) Any loan from the Utility Money Pool to a Participant shall be
authorized by the borrowing Participant's treasurer, any assistant treasurer, or
by a designee thereof. No Party shall be required to effect a borrowing through
the Utility Money Pool if such Participant determines that it can (and is
authorized to) effect such borrowing at lower cost through the sale of its own
commercial paper or other instruments, or borrowing directly from banks.

Section 1.5 Investment of Investment Pool Funds.

Funds which are loaned from Participants into the Utility Money Pool which
are not required to satisfy borrowing needs of other Participants ("Investment
Pool") will be invested on the behalf of the lending Parties in one or more
short-term instruments ("External Investments"), including (i) interest-bearing
accounts with banks; (ii) obligations issued or guaranteed by the U.S.
government and/or its agencies and instrumentalities, including obligations
under repurchase agreements; (iii) obligations issued or guaranteed by any state
or political subdivision thereof, provided that such obligations are rated not
less than "A" by a nationally recognized rating agency; (iv) commercial paper
rated not less than "A-1" or "P-1" or their equivalent by a nationally
recognized rating agency; (v) money market funds; (vi) bank certificates of
deposit, (vii) Eurodollar funds; (viii) short-term debt securities rated AA or
above by Standard & Poor's, Aa or above by Moody's Investors Service, or AA or
above by Fitch Ratings; (ix) short-term debt securities issued or guaranteed by
an entity rated AA or above by Standard & Poor's, Aa or above by Moody's
Investors Service, or AA or above by Fitch Ratings; and (x) such other
investments as are permitted by Section 9(c) of the Act and Rule 40 thereunder.

No funds from the Utility Money Pool will be invested in EWG's or FUCO's.

Section 1.6 Utility Money Pool Interest.

The interest rate applicable on any day to then outstanding loans through
the Utility Money Pool, whether or not evidenced by a promissory demand note,
will be the composite weighted average daily effective cost incurred by the
Lending Parties for External Funds outstanding on that date. If there are no
External Funds outstanding on that date, then the rate would be the certificate
of deposit yield equivalent of the 30-day Federal Reserve "A2/P2" Non-Financial
Commercial Paper Composite Rate (the "Composite"), or if no Composite is
established for that day, then the applicable rate will be the Composite for the
next preceding day for which a composite is established.

If the Composite shall cease to exist, then the rate would be the
composite which then most closely resembles the Composite and/or most closely
mirrors the pricing the Lending Parties would expect if it had External Funds.

Section 1.7 Investment Pool Interest.

Interest income related to External Investments will be calculated daily
and allocated back to Participants on the basis of their relative contribution
to the Investment Pool funds on that date.

Section 1.8 Repayment.

Each Participant receiving a loan hereunder shall repay the principal
amount of such loan, together with all interest accrued thereon, on demand and
in any event not later than the expiration date of the SEC authorization for the
operation of the Utility Money Pool. All loans made through the Utility Money
Pool may be prepaid by the borrower without premium or penalty.

Section 1.9 Form of Loans to Participants.

Loans to the Participants through the Utility Money Pool will be made
pursuant to open-account advances, although any AEPUF or Participant would at
all times be entitled to receive upon request a promissory note evidencing the
transaction. Any such note shall: (a) be substantially in the form attached
herewith as Exhibit A; (b) be dated as of the date of the initial borrowing; (c)
mature on demand or on a date mutually agreed to by the Parties to the
transaction, but in any event not later than the expiration date of the SEC
authorization for the operation of the Utility Money Pool; and (d) be repayable
in whole at any time or in part from time to time, without premium or penalty.

ARTICLE II
OPERATION OF THE UTILITY MONEY POOL

Section 2.1 Operation.

Operation of the Utility Money Pool, including record keeping and
coordination of loans, will be handled by AEPSC under the authority of the
treasurer or any assistant treasurer of AEP and/or AEPSC. AEPSC shall be
responsible for the determination of all applicable interest rates and charges
to be applied to any loans from the Utility Money Pool and earnings to be
applied to any loans to the Utility Money Pool and/or Investment Pool
outstanding at any time hereunder, shall maintain records of all advances,
interest charges and accruals and interest and principal payments for purposes
hereof, and shall prepare periodic reports thereof for the Parties. Services
rendered by AEPSC will be "at cost" in accordance with rules of the SEC.

Section 2.2 Certain Costs.

The cost of fees and/or compensating balances paid to banks to maintain
credit lines will be allocated to the Participants on the basis of relative
maximum non-coincidental borrowings of the Participants.

Section 2.3 Event of Default.

If any Participant shall generally not pay its debts as such debts become
due, or shall admit in writing its inability to pay its debts generally, or
shall make a general assignment for the benefit of creditors, or any proceeding
shall be instituted by or against any Participant seeking to adjudicate it a
bankrupt or insolvent, then the other Parties may declare the unpaid principal
amount of any loans to such Participant, and all interest thereon, to be
forthwith due and payable and all such amounts shall forthwith become due and
payable.

ARTICLE III
AEP UTILITIES FUNDING LLC

Section 3.1 AEPUF.

AEPUF is a special purpose financing conduit, formed to fund the Utility
Money Pool. AEPUF may obtain funds from external sources or from AEP or AEP
Utilities. AEP Utilities and the Operating Companies are also authorized to fund
the Utility Money Pool through the issuance of short-term debt. AEPUF will have
a separate bank account for all Utility Money Pool funds. AEPUF may issue
commercial paper or other short-term debt for the benefit of the Utility Money
Pool participants and will lend cash proceeds of the issuance of commercial
paper to each Participant as said Participant's needs are identified. When AEPUF
directly issues commercial paper to dealers to fund the Utility Money Pool, each
Operating Company that borrows from AEPUF must maintain comparable debt ratings
equal to or greater than AEPUF and maintain requisite backup facilities with one
or more financial institutions.

Section 3.2 Loans.

AEPUF shall lend the cash proceeds of each issuance of commercial paper or
other short-term debt to the borrowing Participant, which loans shall be
evidenced, if requested, by the Participant's duly executed promissory note
substantially in the form attached as Exhibit A hereto. The terms of each such
loan shall be identical to those of the related commercial paper issued for the
benefit of the Participant. The proceeds of borrowings by AEPUF will not be
loaned to AEP or AEP Utilities. The proceeds of the borrowings of AEPUF will be
used to repay AEPUF's borrowings or be invested to continue funding the Utility
Money Pool.

Section 3.3 Several Liability.

It is expressly agreed that the obligations of each Participant to AEPUF
are several and not joint and, subject to paragraph 3.4 below, that each
Participant shall not be responsible to AEPUF or any assignee or creditor of
AEPUF for any payment in excess of payments due under any Participant's
outstanding note, except that each Operating Company will pay all liabilities
incurred by AEPUF relating to the offer and sale of the commercial paper the
proceeds of which were used to make loans to that Operating Company and its pro
rata share of other expenses and administrative costs of AEPUF in connection
with its funding of the Utility Money Pool. No Operating Company will be liable
for the borrowings of any other affiliate under the Utility Money Pool.

Section 3.4 Placement Agents.

(a) As a condition precedent to each commercial paper dealer and placement
agent (each, a "Placement Agent") entering into a dealer or placement agreement
with AEPUF (each such agreement, a "Placement Agreement"), each Participant
agrees: (i) to pay all costs, expenses, liabilities, losses and damages,
including liabilities in respect of the AEPUF's indemnification obligations
under the Placement Agreements (collectively, the "Liabilities") which it may
incur relating to the offer and sale of AEPUF's commercial paper, the proceeds
of which were used to make any loan to such Participant under this agreement,
and (ii) to pay its Pro Rata Share of all other Liabilities which AEPUF may
incur other than any such Liability which relates to the offer and sale of
AEPUF's commercial paper the proceeds of which were used to make any loan to any
other participant in the Utility Money Pool in respect of which such other
affiliate is obligated to pay the full amount of such Liability. As used herein
the term "Pro Rata Share" of any Liability shall mean an amount equal to the
product of such Liability and a fraction expressed as a percentage (x) the
numerator of which is the average outstanding loans made to the Participant
during the period from the date which is three years prior to the date such
Liability is due and payable to the date such Liability is due and payable (the
"Determination Period"), and (y) the denominator of which is the average
aggregate outstanding loans made during the Determination Period to the
Participant and all other Participants which received loans from AEPUF and which
are obligated to pay such Liability in accordance with this provision.

(b) Each Participant and AEPUF hereby acknowledge and agree that each
Placement Agent is a third-party beneficiary of this Article III and is entitled
to the benefits of the obligations of each separate Participant contained in
this Article III and is entitled to bring any action to enforce such obligations
directly against the separate Participant. In the case of any specific Liability
arising out of or in connection with the Placement Agreement, each Participant
shall pay the amount of such Participant's Liability directly to such Placement
Agent or as the Placement Agent directs.

(c) This Article III shall not be amended or modified without the prior
written consent of each Placement Agent. The agreements and obligations of each
of the Participants set forth in this Article III shall survive the termination
of this Agreement.

ARTICLE IV
MISCELLANEOUS

Section 4.1 Amendments.

No amendment to this Agreement shall be effective unless the same be in
writing and signed by all Parties thereto.

Section 4.2 Legal Responsibility.

Section 4.3 Governing Law.

This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York.

IN WITNESS WHEREOF, the undersigned Parties have duly caused this document
to be signed on their behalf on the date first written above by the undersigned
thereunto duly authorized.

AMERICAN ELECTRIC POWER COMPANY, INC.
and
AEP UTILITIES, INC.
AEP UTILITY FUNDING LLC
AMERICAN ELECTRIC POWER SERVICE CORPORATION,
as Agent and Participant

Participants:
AEP GENERATING COMPANY
AEP TEXAS CENTRAL COMPANY
AEP TEXAS NORTH COMPANY
APPALACHIAN POWER COMPANY
COLUMBUS SOUTHERN POWER COMPANY
INDIANA MICHIGAN POWER COMPANY
KENTUCKY POWER COMPANY
KINGSPORT POWER COMPANY
OHIO POWER COMPANY
PUBLIC SERVICE COMPANY OF OKLAHOMA
SOUTHWESTERN ELECTRIC POWER COMPANY
WHEELING POWER COMPANY
BLACKHAWK COAL COMPANY
CEDAR COAL COMPANY
CENTRAL APPALACHIAN COAL COMPANY
CENTRAL COAL COMPANY
COLOMET, INC.
CONESVILLE COAL PREPARATION COMPANY
DOLET HILLS LIGNITE COMPANY, LLC
FRANKLIN REAL ESTATE COMPANY
INDIANA FRANKLIN REALTY, INC.
SIMCO, INC.
SOUTHERN APPALACHIAN COAL COMPANY

By: ________________________________
Assistant Treasurer of each
of the above-listed companies.

EXHIBIT A

FORM OF UTILITY MONEY POOL NOTE
TO BE EXECUTED BY BORROWING PARTIES
TO AEP OR OTHER PARTIES

___________________, 20__

FOR VALUE RECEIVED, the undersigned, ____________________ (the
"Borrower"), hereby promises to pay to the order of _____________________ (the
"Lender") at its principal office in ____________________, on demand or on
_____________________, 20__, or at the option of the Borrower, whichever first
occurs, but in any event not later than the expiration date of the SEC
authorization for the operation of the Utility Money Pool, the principal sum set
forth on the attachment hereto as "Principal Amount Outstanding." This note may
be paid in full at any time or in part from time to time without premium or
penalty. The Principal Amount Outstanding shall bear interest, calculated daily,
at a rate equal to AEP's weighted average daily effective cost for all External
Borrowings outstanding on that date. If there are no External Borrowings
outstanding on that date, then the rate would be the CD yield equivalent of the
30-day Federal Reserve "AA" Non-Financial Commercial Paper Composite Rate (the
"Composite"), or if no Composite is established for that day, then the
applicable rate will be the Composite for the next preceding day for which a
Composite is established.

This Note shall be governed by, and construed and interpreted in
accordance with, the Laws of the State of New York.

IN WITNESS WHEREOF, the undersigned, pursuant to due authorization, has
caused this Note to be executed in its name and on its behalf by its duly
authorized officer.

(Name of Borrower)

By: _______________________________
Name: _____________________________
Title: ______________________________

Principal
Loan Amount
Date (Repayment) Outstanding Rate Interest

------- ------------ ------------ ------ ----------

EXHIBIT C-4
AEP SYSTEM AMENDED AND RESTATED
NONUTILITY MONEY POOL AGREEMENT

This AMENDED AND RESTATED NONUTILITY MONEY POOL AGREEMENT ("Agreement") is
made and entered into this __ day of ____, 2004 by and among American Electric
Power Company, Inc., a New York corporation ("AEP"), a registered holding
company under the Public Utility Holding Company Act of 1935, as amended (the
"Act"), AEP Non-Utility Funding LLC, a Delaware limited liability company
("AEPNUF"), and certain of the direct or indirect subsidiaries of AEP, each of
which are signatories hereto and participants in the AEP Nonutility Money Pool
("Participants"), or which subsequently become signatories hereto and agree to
abide by the terms herein. (All of the above are referred to as a Party or
Parties to this Agreement).

WHEREAS, the following entities are each a direct or indirect subsidiary
of AEP, and were parties to the AEP Nonutility Money Pool Agreement dated as of
December 18, 2002 and are participants in the AEP Nonutility Money Pool
("Participants"):

AEP Acquisition, L.L.C.
AEP C & I Company, LLC
AEP Coal, Inc.
AEP Communications, Inc.
AEP Communications, LLC
AEP Delaware Investment Company
AEP Delaware Investment Company II
AEP Delaware Investment Company III
AEP Desert Sky GP, LLC
AEP Desert Sky LP, LLC
AEP Elmwood LLC
AEP EmTech, LLC
AEP Energy Services Gas Holding Company
AEP Energy Services Investments, Inc.
AEP Energy Services Limited
AEP Energy Services UK Generation Limited
AEP Energy Services, Inc.
AEP Fiber Venture, LLC
AEP Gas Marketing LP
AEP Gas Power GP, LLC
AEP Holdings I CV
AEP Holdings II CV
AEP Investments, Inc.
AEP MEMCO LLC
AEP Ohio Retail Energy, LLC
AEP Power Marketing, Inc.
AEP Pro Serv, Inc.
AEP Resources, Inc.
AEP T&D Services, LLC
AEP Texas Commercial & Industrial Retail GP, LLC
AEP Texas Commercial & Industrial Retail Limited Partnership
AEP Texas POLR, LLC
C3 Communications, Inc.
C3 Networks & Communications Limited Partnership
C3 Networks GP, L.L.C.
C3 Networks Limited Partnership
CSW Development-I, Inc.
CSW Energy Services, Inc.
CSW Energy, Inc.
CSW Ft. Lupton, Inc.
CSW International, Inc.
CSW Power Marketing, Inc.
Houston Pipe Line Company, LP
HPL Holdings, Inc.
Jefferson Island Storage & Hub L.L.C.
Mutual Energy L.L.C.
Mutual Energy SWEPCO L.P.
Newgulf Power Venture, Inc.
POLR Power, L.P.
REP General Partner L.L.C.
REP Holdco, LLC
United Sciences Testing, Inc.
Ventures Lease Co., LLC

And

WHEREAS, in addition to the above-listed Participants, the following
Participants have been added to the AEP Nonutility Money Pool:

AEP Coal Marketing, LLC
AEP Desert Sky LP II, LLC
AEP Emissions Marketing, LLC
AEP Houston Pipe Line Company, LLC
AEP Texas POLR GP, LLC
AEP Wind GP, LLC
AEP Wind Holding, LLC
AEP Wind LP II, LLC
AEP Wind LP, LLC
AEPR Ohio, LLC
CSW Mulberry II, Inc.
CSW Mulberry, Inc.
CSW Orange II, Inc.
CSW Orange, Inc.
CSW Services International, Inc.
CSW Sweeny GP I, Inc.
CSW Sweeny GP II, Inc.
CSW Sweeny LP I, Inc.
CSW Sweeny LP II, Inc.
HPL GP LLC
Noah I Power GP, Inc.
Trent Wind Farm, L.P.

WHEREAS, the Participants from time to time have need to borrow funds
on a short-term basis; and

WHEREAS, some of the Parties from time to time are expected to have funds
available to loan on a short-term basis; and

WHEREAS, AEP and the Parties have established a pool (the "Nonutility
Money Pool") to coordinate and provide for certain of the Participants'
short-term cash requirements;

WHEREAS, AEPNUF has been formed to fund the Nonutility Money Pool; and

NOW THEREFORE, in consideration of the premises, and the mutual promises
set forth herein, the Parties hereto agree as follows:

ARTICLE I
CONTRIBUTIONS AND BORROWINGS

Section 1.1. Contributions to the Nonutility Money Pool.

American Electric Power Service Corporation ("AEPSC") shall act as
administrative agent of the Nonutility Money Pool. Each Participant, AEP and
AEPNUF will determine from time to time, the amount of funds it has available
for contribution to the Nonutility Money Pool. The determination of whether a
Party at any time has surplus funds, or shall lend such funds to the Nonutility
Money Pool, will be made by such Party's treasurer, any assistant treasurer, or
by a designee thereof, on the basis of cash flow projections and other relevant
factors, in such Party's sole discretion. Each Party may withdraw any of its
funds at any time upon notice to AEPSC.

Section 1.2 Rights to Borrow.

(a) Subject to the provisions of Section 1.4(b) of this Agreement, all
short-term borrowing needs of the Participants may be met by funds in the
Nonutility Money Pool to the extent such funds are available. Each Participant
shall have the right to borrow from the Nonutility Money Pool from time to time,
subject to the availability of funds and the limitations and conditions set
forth herein and in the applicable orders of the Securities and Exchange
Commission ("SEC") and other regulatory authorities. Each Participant may
request loans from the Nonutility Money Pool from time to time during the period
from the date hereof until this Agreement is terminated by written agreement of
the Parties; provided, however, that the aggregate amount of all loans requested
by any Participant hereunder shall not exceed the applicable borrowing limits
set forth in applicable orders of the SEC and other regulatory authorities,
resolutions of such Board of Directors, such Party's governing corporate
documents, and agreements binding upon such Party. No Participant shall be
obligated to borrow from the Nonutility Money Pool if lower cost funds can be
obtained from its own external borrowing.

(b) Neither AEP, AEP Utilities nor AEPNUF will borrow funds from the
Nonutility Money Pool or any Participant. No Participant that is an EWG or FUCO
will borrow from the Nonutility Money Pool although such Participant may lend to
the Nonutility Money Pool

Section 1.3 Source of Funds.

(a) AEPSC administers the Nonutility Money Pool by matching up, to the
extent possible, short-term cash surpluses and loan requirements
of the various Participants. Participants' requests for
short-term loans are met first from surplus funds of other
Participants which are available to the Nonutility Money Pool. To
the extent the Participant contributions of surplus funds to the
Nonutility Money Pool are insufficient to meet Participant
requests for short-term loans, AEP may contribute corporate funds
to the extent available or borrowings may be made from external
sources.

(b) External borrowings may be made by AEP or AEPNUF, each individually, a
Lending Party, collectively Lending Parties, from the sale of
commercial paper notes and/or other instruments authorized by the
SEC, and/or bank borrowings ("External Funds"), the proceeds of
which would be added to the Nonutility Money Pool, in each case
to the extent permitted by applicable laws and regulatory
orders. All debt issued in connection with the Nonutility Money
Pool will be unsecured. External borrowings by AEP or AEPNUF will
not be made unless there are no surplus funds in the treasuries
of the Participants sufficient to meet borrowing needs. If it is
determined that AEP can borrow money at a cheaper rate than
AEPNUF can, then AEP will fund the Nonutility Money Pool directly.

Section 1.4 Authorization.

(a) The determination of whether a Participant or a Lending Party has at
any time surplus funds to lend to the Nonutility Money Pool will be made by its
treasurer, any assistant treasurer, or by a designee thereof.

(b) Any loan from the Nonutility Money Pool to a Participant shall be
authorized by the borrowing Participant's treasurer, any assistant treasurer, or
by a designee thereof. No Party shall be required to effect a borrowing through
the Nonutility Money Pool if such Participant determines that it can (and is
authorized to) effect such borrowing at lower cost through the sale of its own
commercial paper or other instruments, or borrowing directly from banks.

Section 1.5 Investment of Investment Pool Funds.

Funds which are loaned from Participants into the Nonutility Money Pool
which are not required to satisfy borrowing needs of other Participants
("Investment Pool") will be invested on the behalf of the lending Parties in one
or more short-term instruments ("External Investments"), including (i)
interest-bearing accounts with banks; (ii) obligations issued or guaranteed by
the U.S. government and/or its agencies and instrumentalities, including
obligations under repurchase agreements; (iii) obligations issued or guaranteed
by any state or political subdivision thereof, provided that such obligations
are rated not less than "A" by a nationally recognized rating agency; (iv)
commercial paper rated not less than "A-1" or "P-1" or their equivalent by a
nationally recognized rating agency; (v) money market funds; (vi) bank
certificates of deposit, (vii) Eurodollar funds; (viii) short-term debt
securities rated AA or above by Standard & Poor's, Aa or above by Moody's
Investors Service, or AA or above by Fitch Ratings; (ix) short-term debt
securities issued or guaranteed by an entity rated AA or above by Standard &
Poor's, Aa or above by Moody's Investors Service, or AA or above by Fitch
Ratings; and (x) such other investments as are permitted by Section 9(c) of the
Act and Rule 40 thereunder.

No funds from the Nonutility Money Pool will be invested in EWG's or
FUCO's.

Section 1.6 Nonutility Money Pool Interest.

The interest rate applicable on any day to then outstanding loans through
the Nonutility Money Pool, whether or not evidenced by a promissory demand note,
will be the composite weighted average daily effective cost incurred by the
Lending Parties for External Funds outstanding on that date. If there are no
External Funds outstanding on that date, then the rate would be the certificate
of deposit yield equivalent of the 30-day Federal Reserve "A2/P2" Non-Financial
Commercial Paper Composite Rate (the "Composite"), or if no Composite is
established for that day, then the applicable rate will be the Composite for the
next preceding day for which a composite is established.

Section 1.7 Investment Pool Interest.

Interest income related to External Investments will be calculated daily
and allocated back to Participants on the basis of their relative contribution
to the Investment Pool funds on that date.

Section 1.8 Repayment.

Each Participant receiving a loan hereunder shall repay the principal
amount of such loan, together with all interest accrued thereon, on demand and
in any event not later than the expiration date of the SEC authorization for the
operation of the Nonutility Money Pool. All loans made through the Nonutility
Money Pool may be prepaid by the borrower without premium or penalty.

Section 1.9 Form of Loans to Participants.

Loans to the Participants through the Nonutility Money Pool will be made
pursuant to open-account advances, although any Participant or AEPNUF would at
all times be entitled to receive upon request a promissory note evidencing the
transaction. Any such note shall: (a) be substantially in the form attached
herewith as Exhibit A; (b) be dated as of the date of the initial borrowing; (c)
mature on demand or on a date mutually agreed to by the Parties to the
transaction, but in any event not later than the expiration date of the SEC
authorization for the operation of the Nonutility Money Pool; and (d) be
repayable in whole at any time or in part from time to time, without premium or
penalty.

ARTICLE II
OPERATION OF THE NONUTILITY MONEY POOL

Section 2.1 Operation.

Operation of the Nonutility Money Pool, including record keeping and
coordination of loans, will be handled by AEPSC under the authority of the
treasurer or any assistant treasurer of AEP and/or AEPSC. AEPSC shall be
responsible for the determination of all applicable interest rates and charges
to be applied to any loans from the Nonutility Money Pool and earnings to be
applied to any loans to the Nonutility Money Pool and/or Investment Pool
outstanding at any time hereunder, shall maintain records of all advances,
interest charges and accruals and interest and principal payments for purposes
hereof, and shall prepare periodic reports thereof for the Parties. Services
rendered by AEPSC will be "at cost" in accordance with rules of the SEC.

Section 2.2 Certain Costs.

Section 2.3 Event of Default.

ARTICLE III
AEP NON-UTILITY FUNDING LLC

Section 3.1 AEPNUF.

AEPNUF is a special purpose financing conduit, formed to fund the
Nonutility Money Pool. AEPNUF may obtain funds from external sources or from
AEP. AEP, or Participants, including EWG's or FUCO's may fund the Nonutility
Money Pool. AEPNUF will have a separate bank account for all Nonutility Money
Pool funds. AEPNUF may issue commercial paper or other short-term debt for the
benefit of the Nonutility Money Pool participants and will lend cash proceeds of
the issuance of commercial paper to each Participant as said Participant's needs
are identified.

Section 3.2 Loans.

AEPNUF shall lend the cash proceeds of each issuance of commercial paper
or other short-term debt to the borrowing Participant, which loans shall be
evidenced, if requested, by the Participant's duly executed promissory note
substantially in the form attached as Exhibit A hereto. The terms of each such
loan shall be identical to those of the related commercial paper issued for the
benefit of the Participant. The proceeds of borrowings by AEPNUF will not be
loaned to AEP or AEP Utilities. The proceeds of the borrowings of AEPNUF will be
used to repay AEPNUF's borrowings or be invested to continue funding the
Nonutility Money Pool.

Section 3.3 Several Liability.

It is expressly agreed that the obligations of each Participant to AEPNUF
are several and not joint and, subject to paragraph 3.4 below, that each
Participant shall not be responsible to AEPNUF or any assignee or creditor of
AEPNUF for any payment in excess of payments due under any Participant's
outstanding note, except that each Participant will be liable for its pro rata
share of other expenses and administrative costs of AEPNUF in connection with
its funding of the Nonutility Money Pool.

Section 3.4 Placement Agents.

(a) As a condition precedent to each commercial paper dealer and placement
agent (each, a "Placement Agent") entering into a dealer or placement agreement
with AEPNUF (each such agreement, a "Placement Agreement"), each Participant
agrees: (i) to pay all costs, expenses, liabilities, losses and damages,
including liabilities in respect of the AEPNUF's indemnification obligations
under the Placement Agreements (collectively, the "Liabilities") which it may
incur relating to the offer and sale of AEPNUF's commercial paper, the proceeds
of which were used to make any loan to such Participant under this agreement,
and (ii) to pay its Pro Rata Share of all other Liabilities which AEPNUF may
incur other than any such Liability which relates to the offer and sale of
AEPNUF's commercial paper the proceeds of which were used to make any loan to
any other participant in the Nonutility Money Pool in respect of which such
other affiliate is obligated to pay the full amount of such Liability. As used
herein the term "Pro Rata Share" of any Liability shall mean an amount equal to
the product of such Liability and a fraction expressed as a percentage (x) the
numerator of which is the average outstanding loans made to the Participant
during the period from the date which is three years prior to the date such
Liability is due and payable to the date such Liability is due and payable (the
"Determination Period"), and (y) the denominator of which is the average
aggregate outstanding loans made during the Determination Period to the
Participant and all other Participants which received loans from AEPNUF and
which are obligated to pay such Liability in accordance with this provision.

(b) Each Participant and AEPNUF hereby acknowledge and agree that each
Placement Agent is a third-party beneficiary of this Article III and is entitled
to the benefits of the obligations of each separate Participant contained in
this Article III and is entitled to bring any action to enforce such obligations
directly against the separate Participant. In the case of any specific Liability
arising out of or in connection with the Placement Agreement, each Participant
shall pay the amount of such Participant's Liability directly to such Placement
Agent or as the Placement Agent directs.

ARTICLE IV
MISCELLANEOUS

Section 4.1 Amendments.

No amendment to this Agreement shall be effective unless the same be in
writing and signed by all Parties thereto.

Section 4.2 Legal Responsibility.

Section 4.3 Governing Law.

This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York.

IN WITNESS WHEREOF, the undersigned Parties have duly caused this document
to be signed on their behalf on the date first written above by the undersigned
thereunto duly authorized.

AMERICAN ELECTRIC POWER COMPANY, INC.
AMERICAN ELECTRIC POWER SERVICE CORPORATION, as Agent
AEP NON-UTILITY FUNDING LLC

AEP ACQUISITION, L.L.C.
AEP COAL, INC.
AEP COAL MARKETING, LLC
AEP COMMUNICATIONS, INC.
AEP COMMUNICATIONS, LLC
AEP DELAWARE INVESTMENT COMPANY
AEP DELAWARE INVESTMENT COMPANY II
AEP DELAWARE INVESTMENT COMPANY III
AEP EMTECH, LLC
AEP EMISSIONS MARKETING, LLC
AEP ENERGY SERVICES GAS HOLDING COMPANY
AEP ENERGY SERVICES INVESTMENTS, INC.
AEP ENERGY SERVICES LIMITED
AEP ENERGY SERVICES UK GENERATION LIMITED
AEP ENERGY SERVICES, INC.
AEP FIBER VENTURE, LLC
AEP GAS MARKETING LP
AEP GAS POWER GP, LLC
AEP HOUSTON PIPE LINE COMPANY, LLC
AEP INVESTMENTS, INC.
AEP OHIO RETAIL ENERGY, LLC
AEP PRO SERV, INC.
AEP RESOURCES, INC.
AEP TEXAS COMMERCIAL & INDUSTRIAL RETAIL GP, LLC
AEP TEXAS COMMERCIAL & INDUSTRIAL RETAIL LIMITED PARTNERSHIP
AEP TEXAS POLR GP, LLC
AEPR OHIO, LLC
C3 COMMUNICATIONS, INC.
C3 NETWORKS & COMMUNICATIONS LIMITED PARTNERSHIP
C3 NETWORKS GP, L.L.C.
C3 NETWORKS LIMITED PARTNERSHIP
CSW ENERGY, INC.
CSW INTERNATIONAL, INC.
HPL GP, LLC
HOUSTON PIPE LINE COMPANY, LP
JEFFERSON ISLAND STORAGE & HUB L.L.C.
MUTUAL ENERGY L.L.C.
POLR POWER, L.P.
UNITED SCIENCES TESTING, INC.
VENTURES LEASE CO., LLC

By: /s/ Wendy Hargus
Assistant Treasurer of all the above-listed
companies.
Dated: June ___, 2004

-and-

By: /s/ Wendy Hargus
Treasurer of all the above-listed companies.
Dated: June ___, 2004
-and-

By: /s/Jeffrey D. Cross
Vice President of all the above-listed
companies.
Dated: June ___, 2004

-and-

AEP ELMWOOD LLC
AEP MEMCO LLC
AEP POWER MARKETING, INC.
CSW ENERGY SERVICES, INC.

By: /s/Jeffrey D. Cross
Assistant Secretary of all the above-listed
companies.
Dated: June ___, 2004

-and-

AEP HOLDINGS I C.V.

By: AEP Delaware Investment Company III
Its: Managing Partner

By: /s/ Jeffrey D. Cross
Vice President of
AEP DELAWARE INVESTMENT COMPANY III
Dated: June ___, 2004

-and-

AEP HOLDINGS II C.V.

By: AEP Delaware Investment Company II
Its: Managing Partner

By: /s/ Jeffrey D. Cross___
Vice President of
AEP DELAWARE INVESTMENT COMPANY II
Dated: June ___, 2004

-and-

MUTUAL ENERGY SWEPCO L.P.

By: REP Holdco, LLC
Its: Managing Partner

By: /s/ Jeffrey D. Cross
Vice President of REP HOLDCO, LLC
Dated: June ___, 2004

-and-

TRENT WIND FARM, L.P.

By: AEP Wind LP II, LLC
Its: Managing Partner

By: /s/ Jeffrey D. Cross
Vice President of AEP WIND LP II, LLC
Dated: June ___, 2004

EXHIBIT A

FORM OF NONUTILITY MONEY POOL NOTE
TO BE EXECUTED BY BORROWING PARTIES
TO AEP OR OTHER PARTIES

___________________, 20__

FOR VALUE RECEIVED, the undersigned, ____________________ (the
"Borrower"), hereby promises to pay to the order of _____________________ (the
"Lender") at its principal office in ____________________, on demand or on
_____________________, 20__, or at the option of the Borrower, whichever first
occurs, but in any event not later than the expiration date of the SEC
authorization for the operation of the Nonutility Money Pool, the principal sum
set forth on the attachment hereto as "Principal Amount Outstanding." This note
may be paid in full at any time or in part from time to time without premium or
penalty. The Principal Amount Outstanding shall bear interest, calculated daily,
at a rate equal to AEP's weighted average daily effective cost for all External
Borrowings outstanding on that date. If there are no External Borrowings
outstanding on that date, then the rate would be the CD yield equivalent of the
30-day Federal Reserve "AA" Non-Financial Commercial Paper Composite Rate (the
"Composite"), or if no Composite is established for that day, then the
applicable rate will be the Composite for the next preceding day for which a
Composite is established.

This Note shall be governed by, and construed and interpreted in
accordance with, the Laws of the State of New York.

IN WITNESS WHEREOF, the undersigned, pursuant to due authorization, has
caused this Note to be executed in its name and on its behalf by its duly
authorized officer.

(Name of
------------------------------
Borrower)

By: ______________________________
Name: _____________________________
Title:_____________________________

Principal
Loan Amount
Date (Repayment) Outstanding Rate Interest

------ ------------ ------------ ------ ----------

------- ------------ ------------ ------ ----------

Exhibit E
July 1, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Re: American Electric Power Company, Inc.
Application-Declaration on Form U-1
File No. 70-10166

Dear Sirs:

I am an attorney employed by American Electric Power Service Corporation,
a subsidiary of American Electric Power, Inc. ("AEP") and have acted as counsel
for American Electric Power Company, Inc. and its subsidiaries (the
"Subsidiaries") in connection with the filing of the Application-Declaration on
Form U-1 (the "Application"), filed under the Public Utility Holding Company Act
of 1935, as amended (the "Act"), by AEP a registered holding company, and its
Subsidiaries. In the application, AEP and the Subsidiaries request authority
under the Act to engage in various financing and related transactions (the
"Proposed Transactions") through March 31, 2007.

I have examined originals, or copies certified to my satisfaction, of such
corporate records of AEP and the Subsidiaries, certificates of public officials,
certificates of officers and representatives of AEP and the Subsidiaries and
other documents as I have deemed necessary to require as a basis for the
opinions hereafter expressed. In such examination, I have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
me as originals and the conformity with the originals of all documents submitted
to us as copies. As to various questions of fact material to such opinions I
have, when relevant facts were not independently established, relied upon
certificates by officers of AEP and other appropriate persons and statements
contained in the Application.

Based upon the foregoing, and having regard to legal considerations which
I deem relevant, I am of the opinion that, in the event that the Proposed
Transactions are consummated in accordance with the Application, and subject to
the assumptions and conditions set forth below:

1. AEP and each of the Subsidiaries are or will be validly organized and
duly existing under the laws of their states of incorporation.

2. All state laws applicable to the Proposed Transactions as described in
the Application (other than so-called "blue-sky" or state securities
laws as to which I express no opinion) will have been complied with.

3. Any debt securities and any guarantees issued as contemplated in the
Application will be valid and binding obligations of AEP or the
respective Subsidiary in accordance with their terms, subject, as
to enforcement, to bankruptcy, insolvency, reorganization, moratorium
or other similar laws of general applicability relating to or affecting
the enforcement of creditors' rights generally and to the effects
of general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law),
including without limitation (a) the possible unavailability of
specific performance, injunctive relief or any other equitable
remedies and (b) concepts of materiality, reasonableness, good
faith and fair dealing.

4. Any shares of common stock or preferred stock issued or sold by the
Subsidiaries as contemplated in the Application will be validly issued,
fully paid, and non-assessable and the holders thereof will be entitled
to the rights and privileges appertaining thereto set forth in the
charter or other documents defining such rights and privileges.

5. The consummation by AEP and the Subsidiaries of the Proposed
Transactions will not violate the legal rights of the holders of any
securities issued by AEP or the Subsidiaries or any "associate"
company, as such term is defined in the Act, of AEP or the
Subsidiaries.

The opinions expressed above in respect of the Proposed Transactions
described in the Application are subject to the following assumptions or
conditions:

a. The Proposed Transactions shall have been duly authorized and
approved to the extent required by state law by the Boards of
Directors of AEP and the Subsidiaries.

b. The Securities and Exchange Commission shall have duly entered an
appropriate order or orders granting and permitting the Application
to become effective.

c. The Proposed Transactions shall be consummated in accordance with
any required approvals, authorizations, consents, certificates and
orders of any state commission or regulatory authority and all such
required approvals, authorizations, consents, certificates and
orders shall have been obtained and remain in effect.

I hereby consent to the use of this opinion as an exhibit to the
Application.

Very truly yours,

/s/ Ann B. Graf

Ann B. Graf
Counsel to American Electric Power
Company, Inc. and its Subsidiaries

Exhibit F
UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION

PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Release No. /March ___, 2004

In the Matter of
AMERICAN ELECTRIC POWER COMPANY, INC., et al.
1 Riverside Plaza
Columbus, OH 43215

(70- )

NOTICE IS HEREBY GIVEN that American Electric Power Company, Inc., a New York
corporation ("AEP") and AEP Utilities, Inc., formerly Central and South West
Corporation, a Delaware corporation ("AEP Utilities"), both registered holding
companies under the Public Utility Holding Company Act of 1935, as amended (the
"Act") and the direct and indirect subsidiaries of AEP ("Subsidiaries"),
including the following public utility subsidiaries: AEP Generating Company
("Generating"), Appalachian Power Company ("Appalachian"), AEP Texas Central
Company ("TCC"), AEP Texas North Company ("TNC"), Columbus Southern Power
Company ("Columbus"), Indiana Michigan Power Company ("Indiana"), Kentucky Power
Company ("Kentucky"), Kingsport Power Company ("Kingsport"), Ohio Power Company
("Ohio"), Public Service Company of Oklahoma ("PSO"), Southwestern Electric
Power Company ("SWEPCO"), and Wheeling Power Company ("Wheeling") (collectively,
"the Public Utility Subsidiaries") and additional nonutility subsidiaries have
filed a Form U-1 Application or Declaration with this Commission pursuant to
Sections 6(a), 7, 9(a), 10 and 12 of the Act, and Rules 43, 45 and 46 thereunder
for authorization for certain financial transactions described in the
Application through March 31, 2007 unless otherwise specified in the
Application.

It is stated that no other state commission, other than those whose approval has
been obtained, and no federal commission, other than this Commission, has
jurisdiction over the proposed transactions.

The Application or Declaration and any amendments thereto are available for
public inspection through the Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing should submit their
views in writing by October _____, 2004 to the Secretary, Securities and
Exchange Commission, Washington, D.C. 20549, and serve a copy on the applicant
or declarant at the address specified above. Proof of service (by affidavit or,
in case of any attorney at law, by certificate) should be filed with the
request. Any request for a hearing shall identify specifically the issues of
fact or law that are disputed. A person who so requests will be notified of any
hearing if ordered, and will receive a copy of any notice or Order issued in
this matter. After said date, the Application or Declaration, as filed or as it
may be amended, may be permitted to become effective.

For the Commission, by the Office of Public Utility Regulation, pursuant to
delegated authority.

Jonathan G. Katz
Secretary