On December 3, 2012, American Electric Power Company, Inc. (the "Company") issued debt securities pursuant to an Underwriting Agreement, for which Citigroup Global Markets, Inc., Goldman, Sachs & Co. and J.P. Morgan Securities LLC acted as Representatives for the Underwriters, relating to the offering and sale by the Company of $550,000,000 1.65% Senior Notes, Series E, due 2017 and $300,000,000 2.95% Senior Notes, Series F, due 2022 (collectively, the "New Notes").

The net proceeds from the sale of the New Notes will be used for general corporate purposes. These purposes include the repayment of short term indebtedness as well as the redemption of the $242,775,000 outstanding principal amount of our 5.25% Senior Notes, Series D, due June 1, 2015 (the "Series D Notes") and $315,000,000 outstanding principal amount of our 8.75% Junior Subordinated Debentures due March 1, 2063.

The terms of the New Notes provide that they will not be entitled to benefit in any way from the Replacement Capital Covenant, dated as of March 1, 2008, entered into by the Company in favor of certain holders of the Company's debt, and subsequently amended by an amendment dated as of February 29, 2012 (as amended, the "Replacement Capital Covenant"). Upon the redemption of the Series D Notes, the Replacement Capital Covenant will terminate pursuant to its terms.

Item 9.01.           Financial Statements and Exhibits

(c)      Exhibits

1(a)       Underwriting Agreement, dated November 28, 2012,
           between the Company and the Underwriters named in
           Exhibit 1 thereto, in connection with the sale of
           the Notes.

4(a)       Company Order and Officers' Certificate between the
           Company and The Bank of New York Mellon Trust
           Company, N.A. as trustee, dated December 3, 2012,
           establishing the terms of the Notes.

4(b)       Form of the Notes (included in Exhibit 4(a) hereto).

5(a)       Opinion of Thomas G. Berkemeyer regarding the
           legality of the Notes.