Edgar Filing: AMERICAN ELECTRIC POWER CO INC

form11k0610.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 11-K

(Mark One)

[X]	ANNUAL REPORT PURSUANT TO SECTION 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

For the year ended December 31, 2009

[ ]	TRANSITION REPORT PURSUANT TO SECTION 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

AMERICAN ELECTRIC POWER SYSTEM

RETIREMENT SAVINGS PLAN

(Full title of the plan)

AMERICAN ELECTRIC POWER COMPANY, INC.

1 Riverside Plaza, Columbus, Ohio 43215

(Name of issuer of the securities held

pursuant to the plan and the address

of its principal executive office)

TABLE OF CONTENTS

Signatures

Report of Independent Registered Public Accounting Firm

Financial Statements

Statements of Net Assets Available for Benefits as of December 31, 2009 and 2008

Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2009 and 2008

Notes to Financial Statements

Supplemental Schedules

Schedule of Assets (Held at End of Year) as of December 31, 2009

Schedule of Assets (Acquired and Disposed of Within Year) for the Year Ended December 31, 2009

Schedule of Nonexempt Transactions

Exhibits

Exhibit Index

Consent of Independent Registered Public Accounting Firm

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Benefits Finance Committee has duly caused this annual report to be signed by the undersigned thereunto duly authorized.

By: /s/ Stephan T. Haynes

Stephan T. Haynes, Secretary

Date: June 21, 2010

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Participants of American Electric Power System Retirement Savings Plan:

We have audited the accompanying statements of net assets available for benefits of the American Electric Power System Retirement Savings Plan (the Plan) as of December 31, 2009 and 2008, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2009 and 2008, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of (1) assets held as of December 31, 2009, (2) assets acquired and disposed in 2009, and (3) schedule for nonexempt transaction, are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 2009 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

/s/ Deloitte & Touche LLP

Columbus, Ohio

June 21, 2010

AMERICAN ELECTRIC POWER SYSTEM RETIREMENT SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31, 2009 and 2008

	2009		2008
ASSETS
Investments at Fair Value:
Participant Directed Investments	$	2,914,481,843	$	2,379,889,312
Wrapper Contracts		1,332,221		1,712,868
Participant Loans		66,455,396		60,521,812
NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE		2,982,269,460		2,442,123,992

Adjustment from Fair Value to Contract Value for Fully Benefit Responsive Investment Contracts		49,132,012		106,018,835

NET ASSETS AVAILABLE FOR BENEFITS	$	3,031,401,472	$	2,548,142,827

See Notes to Financial Statements.

AMERICAN ELECTRIC POWER SYSTEM RETIREMENT SAVINGS PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

For the Years Ended December 31, 2009 and 2008

	2009			2008
INVESTMENT INCOME (LOSS)
Net Appreciation (Depreciation) in Fair Value of Investments	$	349,619,288		$	(737,313,772	)
Interest		32,432,036			43,946,885
Dividends		17,454,018			18,372,332
Total Investment Income (Loss)		399,505,342			(674,994,555	)

CONTRIBUTIONS
Participants		165,891,106			168,414,794
Employer		72,023,354			68,725,459
Total Contributions		237,914,460			237,140,253
DISTRIBUTIONS TO PARTICIPANTS		(148,134,967	)		(193,748,297	)

ADMINISTRATIVE AND MANAGEMENT FEES
Professional Fees		(779,070	)		(571,150	)
Investment Advisory and Management Fees		(4,770,852	)		(5,342,141	)
Other Fees		(476,268	)		(448,638	)
Total Administrative and Management Fees		(6,026,190	)		(6,361,929	)

INCREASE (DECREASE) IN NET ASSETS		483,258,645			(637,964,528	)

NET ASSETS AVAILABLE FOR BENEFITS BEGINNING OF YEAR		2,548,142,827			3,186,107,355

NET ASSETS AVAILABLE FOR BENEFITS END OF YEAR	$	3,031,401,472		$	2,548,142,827

See Notes to Financial Statements.

AMERICAN ELECTRIC POWER SYSTEM RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

1.	PLAN DESCRIPTION

The following description of the American Electric Power System Retirement Savings Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan documents for more complete information.

General

The Plan is a defined contribution plan that became effective and commenced operations on January 1, 1978. The Plan covers eligible regularly-scheduled full-time and part-time employees of the participating subsidiaries of American Electric Power Company, Inc. (AEP or the Company). American Electric Power Service Corporation (AEPSC) is the plan administrator (Plan Administrator) and plan sponsor (Plan Sponsor). AEPSC is a wholly-owned subsidiary of AEP. JP Morgan Chase Bank N.A. is the custodian and trustee and JP Morgan Retirement Plan Services LLC is the record keeper with respect to the Plan.

Contributions

Eligible employees will be automatically enrolled in the Plan with a 3% pretax deferral unless they elect to opt out of the automatic enrollment or revise their elections within a reasonable period of time after they are notified of their right not to have such pretax deferrals made on their behalf (or to have such pretax contributions made at a different percentage) and how their account will be invested in the absence of an investment election The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Generally, eligible employees participating in the Plan may make contributions (pre-tax, after-tax or designated Roth 401(k) contributions) in 1% increments up to 50% of their eligible pay (within IRS limits). Participants who are age 50 and older are able to save additional pre-tax or Roth 401(k) amounts as catch up contributions. The catch-up contribution limit was $5,500 for 2009 and $5,000 for 2008. The Company contributes to the Plan, on behalf of each participant, an amount equal to 100% of the participant’s contributions up to 1% of the participant’s eligible compensation for each payroll period, plus 70% of the participant’s contributions from the next 5% of the participant’s eligible compensation for each payroll period, subject to certain limitations. All contributions are deposited to the American Electric Power System Retirement Savings Plan Trust after each pay period. The Plan, in a manner consistent with the requirements under section 401 of the Internal Revenue Code, restricts the amount that certain participants who are deemed highly compensated may contribute to the Plan, provided that it is AEPSC’s intent that the Plan include a “qualified automatic contribution arrangement” (as defined in Section 401(k)(13) of the Internal Revenue Code) effective beginning January 1, 2009, such that the pre-tax, the Roth 401(k) and Company matching contributions to the Plan during the year for such highly compensated participants are no longer subject to such restrictions.

Investments

The investment options offered by the Plan are a series of separately managed accounts, interests in commingled and collective trusts and self-directed mutual fund brokerage accounts for which JP Morgan affiliates provide custody, trustee, recordkeeping and other services.

Participant Accounts

Individual accounts are maintained for each Plan participant. Each participant’s account is credited with the participant’s contributions, the Company’s matching contributions, and the Plan earnings and charged with benefit payments and allocations of Plan losses. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

Participants may transfer the value of their cumulative contributions, in any whole percentage or dollar amount, among investments, and change their investment elections on a daily basis. Participants may change their payroll contribution elections coinciding with the Company’s payroll periods. Excluding their pre-tax and Roth 401(k) contributions and post-2008 Company matching contributions, participants may make an unlimited number of withdrawals of their interest in the Plan, including their pre-2009 Company matching contributions, which are immediately vested. Pre-tax and Roth 401(k) and post-2008 Company matching contributions are not eligible for withdrawal by participants until age 59-1/2, except under hardship (as defined by the Plan) or termination of employment. Pre-tax and Roth 401(k) contributions also are eligible for withdrawal upon hardship (as defined by the Plan).

Vesting and Distribution

Participants are immediately vested in their pre-tax, after-tax, Roth 401(k) and the Company matching contributions, including earnings thereon. The AEP Stock Fund, a Plan investment option, is an Employee Stock Ownership Plan (“ESOP”). As a result, participants can elect to have dividends generated from their AEP Stock Fund holdings paid out in cash, rather than automatically reinvested in the fund. The dividend payouts are made periodically (at least annually) and are treated as ordinary income for tax purposes. The 10 percent early withdrawal penalty for individuals under age 59-1/2 does not apply to these dividend payouts.

Participant Loans

Participants may borrow from their savings plan accounts a minimum of $1,000 but no more than the lesser of $50,000 or 50% of their account balance. Loan terms range from 12 months to 60 months (or up to 180 months for certain residential loans), or any monthly increment in-between. Interest rates, fixed for the life of the loan, are calculated by adding 1% to the prime rate, as reported in the Wall Street Journal. For loans taken before July 1, 2006, the interest rate is in effect as of the first business day of the calendar quarter in which the loan is taken. For loans taken after July 1, 2006, the interest rate is in effect as of the first business day of the calendar month in which the loan is taken. Active employees repay principal and interest payments through payroll deductions.

Retirees/surviving spouses may make monthly loan payments using a coupon book or through automatic withdrawal from their bank account. Participant loans and the accrued interest are collateralized by the account balance, and upon default, the outstanding balance is subject to income taxes and possible tax penalty.

2.	ACCOUNTING POLICIES

Basis of Accounting

The accompanying financial statements are prepared on an accrual basis of accounting, in conformity with accounting principles generally accepted in the United States of America.

Investment Valuation and Income Recognition

Participants direct the investment of their contributions into various investment options offered by the Plan. Investments are reported in the Statements of Net Assets Available for Benefits at fair value, except for the benefit responsive investment contracts, which are stated at contract value. Fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an ordinary transaction between market participants at the measurement date.

Purchases and sales of securities have been recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. These amounts are reinvested by the Trustee in the funds that generated such income with the exception of the AEP Stock Fund, which pays or reinvests dividends at the direction of each participant.

Administrative Expenses and Management Fees

Administrative and Management Fees paid to JPMorgan during 2009 and 2008 totaled $3,066,704 and $3,008,464, respectively. The Plan directly pays for administrative, recordkeeping and management fees.

Distributions to Participants

Benefits are recorded when paid. There were no material amounts of distributions due to participants who requested distributions from the Plan as of December 31, 2009 and 2008.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein and disclosure of contingent assets. Actual results could differ from the estimates.

Subsequent Events

The Plan has evaluated subsequent events through the date the financial statements were available to be issued.

Fair Value Measurements of Assets

The accounting guidance for “Fair Value Measurements and Disclosures” establishes a hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to securities with unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement). Securities that are fair valued using unobservable inputs into their fair value pricing are considered to be Level 3 measurements.

In the case of securities for which quoted market prices are not available, pricing may be estimated using comparable securities, dealer values, operating data and general market conditions to determine fair value. Valuation models for these securities utilize various inputs such as commodity values, interest rates and, to a lesser degree, volatility and credit ratings. Models may include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, market corroborated inputs (i.e. inputs derived principally from, or correlated to, observable market data) and other observable inputs for the asset or liability. Securities for which market quoted prices are not available but are valued by other observable methods are considered Level 2 in the fair value measurement hierarchy.

We utilize our trustee’s external pricing service in our estimate of the fair value of the underlying investments held in the Retirement Savings Plan. Our investment managers review and validate the prices utilized by the trustee to determine fair value. We perform our own valuation testing to verify the fair values of the securities. We receive audit reports of our trustee’s operating controls and valuation processes. The trustee uses multiple pricing vendors for the assets held in the trusts. Equities are classified as Level 1 holdings if they are actively traded on exchanges. Fixed income securities do not trade on an exchange and do not have an official closing price. Pricing vendors calculate bond valuations using financial models and matrices. Fixed income securities are typically classified as Level 2 holdings because their valuation inputs are based on observable market data. Observable inputs used for valuing fixed income securities include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids, offers, reference data, and economic events. Other securities with model-derived valuation inputs that are observable are also classified as Level 2 investments. Investments with unobservable valuation inputs are classified as Level 3 investments.

Equities and Registered Investment Companies are valued based on observable inputs, primarily unadjusted quoted prices in active markets for identical assets.

The individual fixed income securities are valued using models with input data as follows:

	Type of Fixed Income Security
	Government	Corporate	Mortgage Backed
Type of Input	Bonds	Debt	Securities

Benchmark Yields	X	X	X
Broker Quotes	X	X	X
Discount Margins	X	X
Treasury Market Update	X
Base Spread	X	X	X
Corporate Actions		X
Ratings Agency Updates		X	X
Prepayment Schedule and History			X
Yield Adjustments	X

Common Collective Trusts and the Managed Income Fund are valued at the net asset value per share (NAV). The basis of the reported NAV is the total fair value of all underlying holdings minus expenses and liabilities. The value of each unit is determined by dividing the net asset value of the Fund by the number of applicable units outstanding on the valuation date. They are categorized as Level 2, if the investment can be redeemed at the NAV price. The JP Morgan Strategic Property Fund at December 31, 2009 did not have sufficient liquidity to meet all investor withdrawal requests. That fund has been categorized as Level 3, since we do not have the ability to redeem our investment in the near term. JP Morgan Emerging Markets Fund securities are classified as Level 3 holdings because their valuation is based on foreign stock exchanges with limited liquidity. Over 80% of the holdings in the JP Morgan Emerging Markets Fund are equity securities, but traded on exchanges in emerging nations.

Wrapper Contracts are valued at replacement cost using current contract re-pricing less actual cost. The replacement cost wrap fees are the current pricing from vendor for a similar instrument or based on other contract re-prices.

Participant Loans are valued at amortized cost, which approximates fair value.

JP Morgan Liquidity Fund and Cash Equivalents

The objective of this fund is to provide liquidity and meet short-term cash needs. Cash equivalent funds are used to provide diversification and preserve principal. The underlying holdings in the cash funds are investment grade money market instruments including commercial paper, certificates of deposit, treasury bills and other types of investment grade short-term debt securities. The cash funds are valued each business day and provide daily liquidity.

Mellon Capital Small Cap Stock Index Fund

The objective of this fund is to track the performance of the Russell 2000 Index. The underlying equity holdings of this Fund are actively traded on the major domestic stock exchanges and have readily available market quotes.

Mellon Capital Stock Index Fund

The objective of this fund is to track the performance of the S&P 500 index. The underlying equity holdings of this Fund are actively traded on the major domestic stock exchanges and have readily available market quotes.

Mellon Capital International Stock Index Fund

The objective of this fund is to track the performance of the MSCI EAFE International Index. The underlying equity holdings of this Fund are actively traded on the major non-U.S stock exchanges and have readily available market quotes

Alliance Bernstein International Style Blend

The objective of this fund is to exceed the performance of the MSCI EAFE InternationalIndex. The underlying equity holdings of this Fund are actively traded on major non-U.S stock exchanges and have readily available market quotes.

JP Morgan US Real Estate Securities Fund

The objective of this fund is to exceed the performance of the MSCI U.S. REIT Index. The underlying REIT equity holdings of this Fund are actively traded on the major domestic stock exchanges and have readily available market quotes.

Managed Income Fund

The JPMorgan Managed Income Fund is invested in the JPMorgan Intermediate Bond Fund and the JPMorgan Liquidity Fund. The objective of the Fund is to exceed the return of the average money market fund and maintain an NAV of $1. We use four Wrap Contracts to provide a crediting rate to participants and to mitigate risk of contract issuer default. The underlying holdings in the Fund are fixed income securities The Fund is diversified and has sufficient liquidity to transact at the reported NAV.

Mellon Capital Aggregate Bond Index Fund

The objective of this fund is to track the performance of the Barclays Capital U.S. Aggregate Index. Fixed income securities do not trade on an exchange and do not have an official closing price.

JP Morgan Strategic Property Fund

The objective of this fund is to exceed the performance of the NCREIF Property Index. The underlying holdings in the Fund are diversified real estate assets. This diversified Fund consists of multiple properties and no single asset, tenant, or location has undue influence over the Fund’s value or performance. The Fund’s diversified holdings help mitigate the risk of default and concentration risk. However, the Fund is currently illiquid.

JP Morgan Emerging Markets Fund

The objective of this fund is to exceed the performance of the MSCI EM Free Index. The majority of the underlying holdings of this Fund are traded on foreign stock exchanges in emerging markets. The securities in these economies are typically less efficient and less liquid than those in developed markets.

3.	PLAN TERMINATION

Although it has not expressed any intent to do so, the Company has the right to discontinue its contributions to the Plan at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants remain 100 percent vested in their accounts.

4.	INVESTMENTS

The Plan utilizes various investment instruments, including common stock, bonds, commingled funds, managed income funds, and investment contracts. The financial statements include investments in commingled funds valued at $1,197 million (39% of net assets) and $889 million (35% of net assets) as of December 31, 2009 and 2008, respectively. Of these balances, $20 million and $31 million were invested as of December 31, 2009 and 2008, respectively, in the JP Morgan Strategic Property Fund a real estate investment fund. The remaining portion of the commingled funds’ underlying investments were funds invested in equity securities and bonds. Additionally, the financial statements include investments in the Managed Income Fund valued at $887 million (29% of net assets) and $888 million (35% of net assets) as of December 31, 2009 and 2008, respectively. This fund invests in bond funds and guaranteed investment contracts whose fair values have been estimated by management in the absence of readily determinable fair values. Management’s estimates regarding the fair value of these commingled and managed income funds are based on information provided by the fund managers.

5.	INVESTMENT CONTRACTS

At December 31, 2009, the Managed Income Fund provides a self managed stable value investment option to participants that includes synthetic guaranteed investment contracts (GIC) which simulates the performance of a guaranteed investment contract through an issuer’s guarantee of a specific interest rate (the wrapper contract) and a portfolio of financial instruments that are owned by the Plan. The Plan entered into four synthetic GIC contracts in July 2006. The synthetic GIC contracts include underlying assets, which are held in a trust owned by the Plan and utilize benefit-responsive wrapper contracts issued by four banking institutions. The contracts provide that participants execute plan transactions at contract value. Contract value represents contributions made to the fund, plus earnings, less participant withdrawals. The interest rates are reset quarterly based on market rates of other similar investments, the current yield of the underlying investments and the spread between the market value and contract value. The rate cannot be less than 0%. Certain events, such as plan termination or a plan merger initiated by the Plan Sponsor, may limit the ability of the Plan to transact at contract value or may allow for the termination of the wrapper contract at less than contract value. The Plan Sponsor does not believe that any events that may limit the ability of the plan to transact at contract value are probable. During the year ended December 31, 2009, the credited rate and the average yield based on annualized earnings and interest credited to participants were 1.86% and 2.03%, respectively. During the year ended December 31, 2008 the credited rate and average yield based on annualized earnings and interest credited to participants were 4.69% and 4.75%, respectively.

6.	INVESTMENTS EXCEEDING 5% OF NET PLAN NET ASSETS

Investments exceeding five percent of the Plan’s net assets were as follows:

	December 31,
	2009		2008
American Electric Power Company, Inc. Common Stock	$	290,349,477	$	267,992,159
Mellon Capital Aggregate Bond Index Fund		320,369,946		267,155,971
Mellon Capital Stock Index Fund		384,825,849		277,166,824
Mellon Capital International Stock Index Fund		243,903,092		164,647,256
Intermediate Term Bond Fund		803,613,204		728,654,801

7.	NET APPRECIATION (DEPRECIATION) OF INVESTMENTS

During 2009 and 2008, the Plan's investments (including investments purchased, sold and held during the year) appreciated (depreciated) in value as follows:

	Years Ended December 31,
	2009			2008
American Electric Power Company, Inc. - Common Stock	$	15,124,119		$	(99,973,910	)
Participant Loans		182,114			104,604
Common/Collective Trusts		198,567,573			(361,388,798	)
Corporate Stock		133,656,423			(255,804,906	)
Fixed Income Securities		2,198,623			(7,479,660	)
Registered Investment Companies		(109,564	)		(12,771,102	)
Net Appreciation (Depreciation) in Fair Value of Investments	$	349,619,288		$	(737,313,772	)

8.	PARTY-IN-INTEREST TRANSACTIONS

Certain transactions involving the Plan and its assets involved parties in interest with respect to the Plan, but those transactions were not prohibited transactions under ERISA because of the applicability of one or more exemptions. The exempt party-in-interest transactions involving the Plan included the following: JPMorgan Chase Bank, N.A., has been acting as trustee and custodian under the Plan, while its affiliates have been acting as (a) investment manager for a number of the Plan’s investment options, (b) the Plan’s record keeper and (c) investment advisor or investment manager for a number of plan participants with respect to the amounts held in their Plan accounts.

At December 31, 2009 and 2008, the Plan held 8,345,774 and 8,052,649 shares, respectively, of common stock of American Electric Power Company, Inc., the Plan Sponsor, with a cost basis of $285,828,645 and $290,548,737, respectively. During the years ended December 31, 2009 and 2008, the Plan recorded dividend income of $14,017,339 and $12,960,231, respectively, related to this investment.

The Plan entered into a non-exempt prohibited transaction when it issued a $21,000 loan to a participant, who, as an employee of the Company, was a party-in-interest with respect to the Plan. Exemption under ERISA 408(b)(1) requires that the loan be made in accordance with specific plan provisions, but the $21,000 loan was issued on April 9, 2008, when the participant’s highest outstanding loan balance in the preceding 12 months was approximately $32,500. In the aggregate, these two loan balances exceeded the $50,000 limit imposed under the terms of the Plan by $3,500. The Company undertook steps with the participant and appropriate government agencies to remediate the prohibited transaction, but such steps had not been completed by December 31, 2009. Because the participant is not a “disqualified person” for purposes of Section 4975 of the Internal Revenue Code, Form 5330 is not required in connection with this transaction.

9.	FAIR VALUE MEASUREMENTS

The following tables set forth, by level within the fair value hierarchy, our financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2009 and 2008. As required by the accounting guidance for “Fair Value Measurements and Disclosures,” financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. There have not been any significant changes in AEP’s valuation techniques.

Fair Value Measurements at December 31, 2009

	Level 1		Level 2		Level 3		Total
Equities
Corporate Stock – Domestic	$	471,790,974	$	-	$	-	$	471,790,974
AEP Stock Fund		292,902,705		-		-		292,902,705
Subtotal Equities		764,693,679		-		-		764,693,679

Fixed Income
Government Bonds		-		17,891,351		-		17,891,351
Corporate Debt Securities		-		7,778,197		-		7,778,197
Mortgage Backed Securities		-		22,055,886		-		22,055,886
Subtotal Fixed Income		-		47,725,434		-		47,725,434

Common/Collective Trusts
JPMCB Liquidity Fund		-		10,075,323		-		10,075,323
Mellon Capital Small Cap Stock Index Fund		-		120,246,768		-		120,246,768
Mellon Capital Stock Index Fund		-		384,825,849		-		384,825,849
Mellon Capital International Stock Index Fund		-		243,903,092		-		243,903,092
Alliance Bernstein International Style Blend		-		70,450,436		-		70,450,436
JP Morgan US Real Estate Securities Fund		-		13,030,934		-		13,030,934
Mellon Capital Aggregate Bond Index Fund		-		320,369,946		-		320,369,946
JP Morgan Strategic Property Fund		-		-		20,401,736		20,401,736
JP Morgan Emerging Markets Fund		-		-		13,745,305		13,745,305
Subtotal Common Collective Trusts		-		1,162,902,348		34,147,041		1,197,049,389

Registered Investment Companies		47,703,075		-		-		47,703,075
Cash Equivalents		-		11,546,014		-		11,546,014
Stable Value Fund		-		836,434,950		-		836,434,950
Participant Loans		-		-		66,455,396		66,455,396
Wrapper Contracts						1,332,221		1,332,221
Accrued Items and Unsettled Trades		2,923,100		6,406,202		-		9,329,302

Total Assets	$	815,319,854	$	2,065,014,948	$	101,934,658	$	2,982,269,460

Fair Value Estimated Using Net Asset Value per Share as of December 31, 2009

	Fair Value		Redemption Frequency (If currently eligible)	Redemption Notice Period

JP Morgan Liquidity Fund	$	10,075,323	Daily	1 Day
Mellon Capital Small Cap Stock Index Fund		120,246,768	Daily	Trade Date + 1
Mellon Capital Stock Index Fund		384,825,849	Daily	Trade Date + 1
Mellon Capital International Stock Index Fund		243,903,092	Daily	Trade Date + 1
Alliance Bernstein International Style Blend		70,450,436	Daily	1-30 Days
JP Morgan US Real Estate Securities Fund		13,030,934	Daily	1 Day
Mellon Capital Aggregate Bond Index Fund		320,369,946	Daily	Trade Date + 1
JP Morgan Strategic Property Fund		20,401,735	Daily	45 Days
JP Morgan Emerging Markets Fund		13,745,306	Daily	1 Day
Stable Value Fund		836,434,950	Daily	1 Day
Total Assets	$	2,033,484,339

Fair Value Measurements at December 31, 2008

	Level 1		Level 2			Level 3		Total

Corporate Stock	$	345,027,766	$	-		$	-	$	345,027,766
Corporate Debt		-		28,808,270			-		28,808,270
Mortgage Backed Securities		-		9,848,119			-		9,848,119
Government Bonds		-		11,441,975			-		11,441,975
Common Collective Trust:
Equities		-		581,443,853			-		581,443,853
Debt		-		267,155,971			-		267,155,971
Strategic Property		-		-			31,212,837		31,212,837
Emerging Markets		-		-			8,764,187		8,764,187
Cash Equivalents		-		19,167,024			-		19,167,024
Registered Investment Companies		33,465,370		-			-		33,465,370
Stable Value		-		779,958,193			-		779,958,193
Wrapper Contracts							1,712,868		1,712,868
AEP Stock Fund		270,663,162		-			-		270,663,162
Participant Loans		-		-			60,521,812		60,521,812
Unsettled Trades		3,226,069		(10,293,484	)		-		(7,067,415	)
Total Assets	$	652,382,367	$	1,687,529,921		$	102,211,704	$	2,442,123,992

The following tables set forth a reconciliation of changes in the fair value of investments classified as Level 3 in the fair value hierarchy:

Changes in Fair Value Measurements for the Year Ended December 31, 2009

	Strategic Property Fund			Emerging Markets Fund			Wrapper Contracts			Participant Loans		Total
Balance at Beginning of Year	$	31,212,837		$	8,764,187		$	1,712,868		$	60,521,812	$	102,211,704

Realized Gains (Losses)		(846,000	)		319,435			-			-		(119,214	)
Unrealized Gains (Losses)		(7,507,188	)		6,662,133			(380,647	)		-		(1,633,053	)
Purchases, Sales, Issuances, and Settlements (Net)		(2,457,913	)		(2,000,450	)		-			5,933,584		1,475,221
Balance at End of Year	$	20,401,736		$	13,745,305		$	1,332,221		$	66,455,396	$	101,934,658

Changes in Fair Value Measurements for the Year Ended December 31, 2008

	Strategic Property Fund			Emerging Markets Fund			Wrapper Contracts		Participant Loans		Total
Balance at Beginning of Year	$	53,073,359		$	15,647,202		$	-	$	58,519,891	$	127,240,452

Realized Gains		2,233,758			820,004			-		-		3,053,762
Unrealized Gains (Losses)		(4,040,239	)		(6,571,629	)		1,712,868		-		(8,899,000	)
Purchases, Sales, Issuances, and Settlements (Net)		(20,054,041	)		(1,131,390	)		-		2,001,921		(19,183,510	)
Balance at End of Year	$	31,212,837		$	8,764,187		$	1,712,868	$	60,521,812	$	102,211,704

10.	RISK AND UNCERTAINITIES

The Plan utilizes various investment instruments, including common stock, bonds, commingled funds and investment contracts. Investment securities are exposed to various risks, such as interest rate, credit and market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.

11.	FEDERAL INCOME TAX

The Internal Revenue Service (IRS) has determined that the Plan meets the requirements of Section 401(a) of the Internal Revenue Code (the Code) and recognizes the exempt status of the Plan’s Trust pursuant to Section 501(a) of the Code. By letter dated October 14, 2008, the IRS made a favorable determination on the Plan as amended by the various amendments described in the letter.

The Plan has been amended subsequent to the issuance of the IRS determination letter. Management believes that the Company and Plan are currently designed and operated in compliance with the applicable requirements of the Code and that the Plan’s Trust continues to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

12.	LEGAL ISSUES

In 2002 and 2003, three putative class action lawsuits were filed in Federal District Court in Columbus, Ohio against AEP, certain executives and AEP’s ERISA Plan Administrator alleging violations of ERISA in the selection of AEP stock as an investment alternative and in the allocation of assets to AEP stock. The plaintiffs sought recovery of an unstated amount of compensatory damages, attorney fees and costs. Two of the three actions were dropped voluntarily by the plaintiffs in those cases. In 2008, the trial court denied the plaintiff’s motion for class certification and ordered briefing on whether the plaintiff may maintain an ERISA claim on behalf of the Plan in the absence of class certification. In February 2010, the plaintiff settled his individual claim and the parties agreed to the dismissal of the remaining case.

13.	RECONCILIATION OF FINANCIAL STATEMENTS TO THE FORM 5500

Due to changes in the IRS Form 5500 filing requirements, the income statement at Schedule H, Part II, now is required to separately report certain deemed distributions of participant loans, whether or not those loans may otherwise remain collectible and would still be (and are) reflected as assets on the accompanying financial statements, which are prepared on the accrual basis of accounting. Because loans deemed distributed are no longer to be carried as assets of the Plan unless and until the participant actually undertakes the repayment, amounts reported on the Schedule H as Participant loans as of the beginning and ending of the year were adjusted so that prospectively the amounts reported on the Schedule H, Part I, Line 1c(8), columns (a) and (b) are in conformity with the 5500 filing requirements, but differ from those reported in the accompanying financial statements.

	January 1,
Participant Loans – Schedule H, Part I, line 1c(8), Column (a)	2009		2008
Beginning Balance per Financial Statements	$	60,521,812	$	58,519,891
Less: Loans Deemed Distributed with No Post-Default Payments		(510,538)		(472,366)
Balance Reported on Form 5500	$	60,011,274	$	58,047,525

	December 31,
Participant Loans – Schedule H, Part I, Line 1c(8), Column (b)	2009		2008
Ending Balance per Financial Statements	$	66,455,396	$	60,521,812
Less: Assets and Activity Related to Loans Deemed Distributed with No Payments Post-Default		(766,983)		(510,538)
Balance Reported on Form 5500	$	65,688,413	$	60,011,274

As a result of these changes, beginning and ending Net Assets available for benefits as well as Increase (Decrease) in Net Assets will differ from those totals reported on the Financial Statements.

	January 1,
Net Assets – Schedule H, Part I, Line 1L, Column (a)	2009		2008
Beginning Balance per Financial Statements	$	2,548,142,827	$	3,186,107,355
Less: Loans Deemed Distributed with No Post-Default Payments		(510,538)		(472,366)
Less: Adjustment from Contract Value to Fair Value		(106,018,835)		-
Beginning Balance Reported on Form 5500	$	2,441,613,454	$	3,185,634,989

	December 31,
Net Assets – Schedule H, Part I, Line 1L, Column (b)	2009		2008
Ending Balance per Financial Statements	$	3,031,401,472	$	2,548,142,827
Less: Adjustment from Contract Value to Fair Value		(49,132,012)		(106,018,835)
Less: Assets and Activity Related to Loans Deemed Distributed with No Payments Post-Default		(766,983)		(510,538)
Balance Reported on Form 5500	$	2,981,502,477	$	2,441,613,454

	December 31,
Increase (Decrease) in Net Assets – Schedule H, Part II, Line 2k	2009		2008
Balance per Financial Statements	$	483,258,645	$	(637,964,528)
Less: Loans Deemed Distributed		(256,445)		(38,172)
Less: Adjustment from Contract Value to Fair Value		56,886,823		(106,018,835)
Balance Reported on Form 5500	$	539,889,023	$	(744,021,535)

AMERICAN ELECTRIC POWER SYSTEM RETIREMENT SAVINGS PLAN
SUPPLEMENTAL SCHEDULE OF ASSETS HELD AS OF DECEMBER 31, 2009

Identity of Issuer, Borrower, Lessor or Similar Party	Number of Shares/Units		Fair Value
Investment Contracts:
Stable Value Wrap		-	$	665,710
Bank of America
variable annual yield (2.00% at December 31, 2009)
with an indeterminate maturity date
Stable Value Wrap		-		-
ING
variable annual yield (2.00% at December 31, 2009)
with an indeterminate maturity date
Stable Value Wrap		-		-
IXIS
variable annual yield (2.00% at December 31, 2009)
with an indeterminate maturity date
Stable Value Wrap		-		666,511
State Street Bank
variable annual yield (2.00% at December 31, 2009)
with an indeterminate maturity date
Subtotal Wrapper Contracts			$	1,332,221

Intermediate Bond Fund-			$	803,613,204
JPMorgan Chase Bank
U.S. Treasury Notes				95,271
(2.000%, due at February 28, 2010)
U.S. Treasury Notes				110,709
(2.125%, due at April 30, 2010)
U.S. Treasury Notes				252,471
(2.625%, due at May 31, 2010)
U.S. Treasury Notes				582,614
(2.375%, due at August 31, 2010)
U.S. Treasury Notes				1,371,091
(2.000%, due at September 30, 2010)
JPMorgan Chase Bank				30,409,590
Liquidity Fund
Subtotal Stable Value				836,434,950

TOTAL - INVESTMENT CONTRACTS				837,767,171
ADJUSTMENT FROM FAIR VALUE TO CONTRACT VALUE				49,132,012
TOTAL - INVESTMENT CONTRACTS AT CONTRACT VALUE			$	886,899,183

AMERICAN ELECTRIC POWER SYSTEM RETIREMENT SAVINGS PLAN

SUPPLEMENTAL SCHEDULE OF ASSETS HELD AS OF DECEMBER 31, 2009 (continued)

Identity of Issuer, Borrower, Lessor or Similar Party	Number of Shares/Units		Fair Value
Cash Equivalents
(VAN 2) JPMORGAN DOMESTIC LIQUIDITY	9,898,391	Units	$	9,900,598
CASH	12,034	Units		12,034
CASH - COMMINGLED FUNDS	1,633,382	Units		1,633,382
Total Cash Equivalents			$	11,546,014

Common / Collective Trusts
JP Morgan Liquidity Fund	10,075,323	Units		10,075,323
Mellon Capital Small Cap Stock Index Fund	1,181,717	Units		120,246,768
Mellon Capital Stock Index Fund	3,737,298	Units		384,825,849
Mellon Capital International Stock Index Fund	2,443,307	Units		243,903,092
Alliance Bernstein Internatinal Style Blend	7,247,987	Units	$	70,450,436
JP Morgan US Real Estate Securities Fund	474,715	Units		13,030,934
Mellon Capital Aggregate Bond Index Fund	3,034,898	Units		320,369,946
JP Morgan Emerging Markets Fund	299,658	Units		13,745,305
JP Morgan Strategic Property Fund	16,129	Units		20,401,736

Total Common / Collective Trusts			$	1,197,049,389

AEP Stock Fund
American Electric Power Company, Inc. Common Stock $6.50 par value	8,345,774	Units	$	290,349,477
JP Morgan Liquid Assets Money Market Fund	2,553,228	Units		2,553,228
Total AEP Stock Fund			$	292,902,705

Corporate Stock - Domestic
3M CO COM STK USD0.01	12,000	Units	$	992,040
AARONS INC COM	5,100	Units		141,515
ABBOTT LABORATORIES COM STK NPV	62,500	Units		3,374,375
ABM INDUSTRIES INC COM STK USD0.01	10,435	Units		215,587
ACE LIMITED CHF32.51	20,100	Units		1,013,040
ACUITY BRANDS INC COM STK USD0.01	8,615	Units		307,039
ADOBE SYSTEMS INC COM STK USD0.0001	141,000	Units		5,185,980
ADVANCE AUTO PARTS INC COM STK USD0.0001	2,725	Units		110,472
AEROPOSTALE INC COM STK USD0.01	49,500	Units		1,685,475
AFC ENTERPRISES INC COM STK USD0.001	7,700	Units		62,832
AFFILIATED MANAGERS GROUP INC COM STK USD0.01	7,530	Units		507,146
AGILENT TECHNOLOGIES INC COM STK USD0.01	42,278	Units		1,313,577
AIR METHODS CORP COM STK USD0.06	8,100	Units		272,322
AIR PRODUCTS & CHEMICALS INC COM STK USD1	4,100	Units		334,191
AKAMAI TECHNOLOGIES COM STK USD0.01	28,900	Units		732,037
ALCON INC CHF0.20	25,900	Units		4,256,665
ALEXANDRIA REAL ESTATE EQUITIES INC COM STK	1,100	Units		71,104
ALLEGHENY TECHNOLOGIES INC COM STK USD0.10	10,510	Units		470,533
ALLIANCE DATA SYSTEM COM STK USD0.01	17,100	Units		1,104,489
ALLIANCE HEALTHCARE SERVICES INC COM STK USD0.01	10,005	Units		57,129
ALLIANT TECHSYSTEMS INC COM STK USD0.01	14,900	Units		1,315,223
ALLSTATE CORP COM STK USD0.01	64,600	Units		1,953,504
ALTERA CORP COM STK USD0.001	85,100	Units		1,925,813
ALTRIA GROUP INC COM STK USD0.333	49,600	Units		990,512
AMAZON COM INC COM STK USD0.01	43,700	Units		5,878,524
AMEDISYS INC COM STK USD0.001	4,870	Units		236,487
AMEREN CORP COM STK USD0.01	14,300	Units		399,685
AMERICAN EAGLE OUTFITTER COM STK USD0.01	9,855	Units		168,323
AMERIPRISE FINANCIAL INC COM STK USD0.01	73,000	Units		2,833,860
AMERISOURCEBERGEN CORP COM STK NPV	48,845	Units		1,273,389
AMGEN INC COM STK USD0.0001	16,900	Units		956,033
AMPHENOL CORP CLASS'A'COM STK USD0.001	27,800	Units		1,284,221
AMR CORP COM STK USD1	72,200	Units		558,106
AMSURG CORP COM STK NPV	5,835	Units		128,487
ANALOG DEVICES INC COM STK USD0.16 2/3	80,900	Units		2,554,822
ANNTAYLOR STORES CORP COM STK USD0.0068	48,600	Units		662,904
ANWORTH MORTGAGE ASSET CORP COM STK USD0.01	47,155	Units		343,288
APACHE CORP COM STK USD1.25	11,400	Units		1,176,138
APOLLO INVESTMENT CORP COM STK USD0.001	27,040	Units		265,262
APPLE INC COM STK NPV	35,700	Units		7,527,702
APTARGROUP INC COM STK USD0.01	22,700	Units		811,298
ARBITRON INC COM STK USD0.50	6,510	Units		153,115
ARCH CAPITAL GROUP COM STK USD0.01	6,200	Units		443,610
ARCHER DANIELS MIDLAND CO COM STK NPV	11,100	Units		347,541
ARES CAPITAL CORP COM STK USD0.001	37,400	Units		465,630
ARGO GROUP INTL HLDGS COM STK USD0.01	7,919	Units		230,760
ARKANSAS BEST CORP COM STK USD0.01	5,415	Units		159,363
ARRIS GROUP INC COM STK USD0.01	70,700	Units		808,101
ARROW ELECTRONICS INC COM STK USD1	37,185	Units		1,101,048
ASBURY AUTOMOTIVE GROUP INC COM STK USD0.01	21,575	Units		248,760
ASCENT MEDIA CORPORATION SER'A'USD0.01	2,905	Units		74,165
ASHLAND INC COM STK USD1	15,450	Units		612,129
ASML HOLDING NV EUR0.09(NY REG)	37,900	Units		1,292,011
ASPEN INSURANCE HLDGS COM STK USD0.15144558	5,800	Units		147,610
ASSURANT INC COM STK USD0.01	48,175	Units		1,420,199
ASSURED GUARANTY LTD COM STK USD0.01	77,200	Units		1,679,872
ASTRAZENECA PLC ADR EACH REP 1 ORD USD0.25(MGT)	20,200	Units		948,188
ATHEROS COMMUNICATIONS INC COM STK USD0.0005	41,200	Units		1,410,688
ATMEL CORP COM STK USD0.001	243,093	Units		1,120,659
ATWOOD OCEANICS INC COM STK USD1	20,800	Units		745,680
AUTONATION INC COM STK USD0.01	49,300	Units		944,095
AVNET INC COM STK USD1	44,625	Units		1,345,890
AVON PRODUCTS INC COM STK USD0.25	33,700	Units		1,061,550
BAIDU INC ADS EACH REPR 1 ORD CLS'A'SHS	2,200	Units		904,706
BALL CORP COM STK NPV	6,800	Units		351,560
BANK OF AMERICA CORP COM EQV SECS(CONS DEP SHS &	37,600	Units		560,992
BANK OF AMERICA CORP COM STK USD0.01	57,100	Units		859,926
BANK OF HAWAII CORP COM STK USD2	18,500	Units		870,610
BAXTER INTERNATIONAL INC COM STK USD1	54,800	Units		3,231,556
BE AEROSPACE INC COM STK USD0.01	31,600	Units		742,600
BEACON ROOFING SUPPLY INC COM STK USD0.01 CLS'A'	7,330	Units		117,280
BECKMAN COULTER INC COM STK USD0.10	24,386	Units		1,595,820
BED BATH AND BEYOND COM STK USD0.01	22,600	Units		873,038
BEL FUSE INC CLASS'B'SHS USD0.1	4,000	Units		85,960
BELDEN INC COM STK USD0.01	19,045	Units		418,419
BELO CORP CLASS'A'COM STK USD1.67	76,900	Units		418,336
BERKSHIRE HILLS BANCORP INC COM STK USD0.01	1,500	Units		31,020
BIG LOTS INC COM STK USD0.01	29,466	Units		853,925
BILL BARRETT CORP COM NPV	14,500	Units		451,095
BIO RAD LABORATORIES INC CLASS'A'COM STK USD0.0001	1,100	Units		106,106
BJ SERVICES COM STK USD0.10	37,600	Units		701,240
BJS WHOLESALE CLUB INC COM STK USD0.01	34,365	Units		1,124,079
BLACK BOX CORP COM STK USD0.001	4,700	Units		133,480
BLOCK(H & R) INC COM STK NPV	11,980	Units		272,785
BMC SOFTWARE INC COM STK USD0.01	32,300	Units		1,295,230
BORG-WARNER INC COM STK USD0.01	16,500	Units		548,130
BOWNE & CO INC USD0.01	32,940	Units		220,039
BP AMOCO P.L.C ADR-EACH CNV INTO 6 ORD USD0.25	18,000	Units		1,043,460
BRADY CORP 'A'NON.V USD0.01	5,375	Units		161,304
BRINK'S COMPANY BRINKS GROUP COM USD1	12,885	Units		313,621
BRISTOW GROUP INC COM STK USD0.01	13,720	Units		527,534
BROCADE COMM USD0.001	116,900	Units		891,947
BROOKS AUTOMATION INC	59,400	Units		509,652
BROWN & BROWN INC COM STK USD0.10	3,700	Units		66,489
BROWN SHOE CO INC COM STK USD3.75	19,230	Units		191,146
BUCKLE COM STK USD0.05	38,450	Units		1,125,816
BUCYRUS INTERNATIONAL INC COM STK USD0.01	35,700	Units		2,012,409
BUNGE LTD COM STK USD0.01	5,500	Units		351,065
CABLEVISION SYSTEMS CORP NY GROUP COM STK USD0.01	60,400	Units		1,559,528
CABOT CORP COM STK USD1	3,272	Units		85,825
CACI INTL INC CLASS A COM	3,900	Units		190,515
CAE INC COM NPV	112,700	Units		927,521
CALLAWAY GOLF CO COM STK USD0.01	18,110	Units		136,549
CAMBREX CORP COM STK USD0.10	9,700	Units		54,126
CAMECO CORP COM NPV	71,300	Units		2,297,765
CAMPBELL SOUP CO CAP STK USD0.0375	26,900	Units		916,618
CAPITALSOURCE INC COM STK USD0.01	37,865	Units		150,324
CAPSTEAD MTGE.CORP COM STK USD0.01	15,265	Units		216,610
CARLISLE COS INC COM STK USD1	14,499	Units		496,736
CEC ENTERTAINMENT COM STK USD0.10	7,400	Units		236,208
CELANESE CORP COM STK USD0.0001 CLS'A'	10,949	Units		351,463
CELGENE CORP COM STK USD0.01	45,900	Units		2,555,712
CENOVUS ENERGY INC NPV	16,400	Units		413,280
CENTENE CORP(DEL) COM STK USD0.001	8,435	Units		178,569
CEPHALON INC COM STK USD0.01	15,300	Units		954,873
CHARMING SHOPPES INC COM STK USD0.10	39,735	Units		257,085
CHECKPOINT SYSTEMS COM STK USD0.10	7,645	Units		116,586
CHEVRON CORP COM STK USD0.75	13,100	Units		1,008,569
CHICAGO BRIDGE & IRON CO N.V. EUR0.01 (REG)	22,700	Units		458,994
CHICOS FAS INC COM STK USD0.01	13,300	Units		186,865
CHINA MEDICAL TECHNOLOGIES INC ADR EACH REP 10 ORD	17,100	Units		240,255
CHUBB CORP COM STK USD1	19,200	Units		950,976
CIBER INC COM STK USD0.01	23,100	Units		79,695
CIGNA CORP COM STK USD0.25	50,255	Units		1,772,494
CINCINNATI BELL NC USD0.01	237,100	Units		817,995
CISCO SYSTEMS INC COM STK USD0.001	200,400	Units		4,797,576
CITY HLDG CO COM STK USD2.50	3,000	Units		96,990
CLIFFS NATURAL RESOURCES INC COM STK USD0.125	20,500	Units		944,845
CMS ENERGY CORP COM STK USD0.01	26,400	Units		413,424
COACH INC COM STK USD0.01	48,520	Units		1,772,436
COGNEX CORP COM STK USD0.002	40,500	Units		717,660
COGNIZANT TECHNOLOGY SOLUTIONS CORP COM STK	19,000	Units		860,700
COLGATE-PALMOLIVE CO COM STK USD1	30,900	Units		2,538,435
COLONY FINANCIAL INC USD0.01	6,100	Units		124,684
COMMERCE BANCSHARES INC COM STK USD5	1,575	Units		60,984
COMPUTER SCIENCES CORP COM STK USD1	38,910	Units		2,238,492
COMTECH TELECOMMUNICATIONS COM STK USD0.10	21,657	Units		759,078
CONMED CORP COM STK USD0.01	11,280	Units		257,184
CONOCOPHILLIPS COM STK USD1.25	19,100	Units		975,437
CONSOL ENERGY INC COM STK USD0.01	13,900	Units		692,220
CONSTELLATION ENERGY GROUP INC COM STK NPV	11,000	Units		389,510
CONVERGYS CORP COM STK NPV	16,800	Units		180,600
CORE LABORATORIES NV EUR0.01	1,200	Units		141,744
CORPORATE EXECUTIVE BOARD CO COM STK USD0.01	10,410	Units		237,556
COSTCO WHOLESALE CORP COM STK USD0.005	46,000	Units		2,721,820
COVANCE INC COM STK USD0.01	5,502	Units		300,244
CRA INTERNATIONAL INC COM	3,569	Units		95,114
CRACKER BARREL OLD COUNTRY STORE INC	25,400	Units		964,946
CREDIT SUISSE GROUP ADR-EACH REPR 1 ORD(DT	20,600	Units		1,012,696
CREE INC COM STK USD0.005	18,000	Units		1,014,660
CROWN MEDIA HOLDINGS CLASS'A'COM STK USD0.01	41,400	Units		60,030
CUMMINS INC COM STK USD2.50	71,000	Units		3,256,060
CVB FINANCIAL NPV	14,811	Units		129,226
CYTEC INDUSTRIES INC COM STK USD0.01	5,155	Units		187,745
DARDEN RESTAURANTS INC COM STK NPV	12,900	Units		452,403
DAVITA INC COM STK USD0.001	9,910	Units		582,113
DECKERS OUTDOOR CORP COM STK USD0.01	3,700	Units		376,364
DELPHI FINANCIAL GROUP INC CLASS'A'COM STK USD0.01	10,600	Units		237,122
DIEBOLD INC COM STK USD1.25	25,875	Units		736,144
DISCOVERY COMMUNICATIONS INC CLS 'A' USD0.01	29,050	Units		890,964
DISCOVERY COMMUNICATIONS INC CLS 'C' USD0.01	29,050	Units		770,406
DOLBY LABORATORIES INC COM STK USD0.001 CLASS 'A'	29,000	Units		1,384,170
DOLE FOOD CO INC USD0.001	43,910	Units		544,923
DOLLAR TREE INC COM STK USD0.01	18,800	Units		908,040
DONNELLEY(R.R.)& SONS CO COM STK USD1.25	43,336	Units		965,093
DOVER CORP COM STK USD1	17,800	Units		740,658
DOW CHEMICAL CO COM STK USD2.50	12,400	Units		344,472
DRESS BARN INC COM STK USD0.05	6,555	Units		151,421
DTE ENERGY CO COM STK NPV	9,000	Units		397,080
DU PONT(E.I.)DE NEMOURS & CO COM STK USD0.30	10,600	Units		356,902
DUKE REALTY CORP COM STK USD0.01	68,379	Units		832,172
DYNCORP INTERNATIONAL INC COM STK USD0.01	64,300	Units		922,705
E TRADE FINANCIAL CORP COM STK USD0.01	262,860	Units		460,005
EARTHLINK INC COM STK USD0.01	26,355	Units		219,010
EAST WEST BANCORP INC COM STK USD0.01	28,310	Units		447,298
EASTMAN CHEMICAL CO COM STK USD0.01	5,500	Units		333,740
EATON CORP COM USD0.50	14,100	Units		897,042
EBIX. COM INC USD0.10	3,900	Units		190,437
EDISON INTERNATIONAL COM STK NPV	10,400	Units		364,988
EL PASO ELECTRIC CO COM STK NPV	16,400	Units		332,592
ELECTRONICS FOR IMAGING INC COM STK USD0.01	11,860	Units		154,299
EMULEX CORP COM STK USD0.10	19,999	Units		217,989
ENCANA CORP COM NPV	16,400	Units		531,196
ENDURANCE SPECIALTY HLDGS LTD USD1	19,500	Units		725,985
ENERGEN CORP COM STK USD0.01	18,900	Units		884,520
ENERSYS COM USD0.01	18,605	Units		406,891
ENI ADR EACH REP 2 ORD (MGT)	18,800	Units		951,468
ENSCO PLC	21,100	Units		842,734
ENSTAR GROUP LIMITED SHS	800	Units		58,416
EQUIFAX INC COM STK USD1.25	15,785	Units		487,599
EXPRESS SCRIPTS INC COM STK USD0.01	14,400	Units		1,244,880
EXXON MOBIL CORP COM STK NPV	13,800	Units		941,022
FAMILY DOLLAR STORES INC COM STK USD0.10	8,100	Units		226,517
FBR CAPITAL MARKETS COM STK USD0.001	37,540	Units		231,997
FEDERATED INVESTORS INC COM STK CLASS'B'USD0.01	6,780	Units		186,450
FIDELITY NATIONAL FINANCIAL INC CLASS 'A' COM STK	13,850	Units		186,421
FIFTH STREET FINANCE CORP USD0.01	19,245	Units		206,691
FINISH LINE INC CLASS'A'COM STK USD0.01	13,680	Units		171,684
FIRST AMERICAN CORP COM STK USD1	6,180	Units		205,979
FIRST CITIZENS BANCSHARES INC NRTH CLASS'A'SHS	1,495	Units		245,643
FIRST MIDWEST BANCORP COM STK USD0.01	15,219	Units		165,887
FIRSTENERGY CORP COM STK USD0.10	8,700	Units		404,115
FLOWSERVE CORP COM STK USD1.25	14,000	Units		1,327,092
FLUOR CORP(NEW) COM STK USD0.01	-	Units		2,263
FLUSHING FINANCIAL CORP COM STK USD0.01	49,300	Units		555,118
FNB CORP PA COM STK USD0.01	24,352	Units		165,350
FOOT LOCKER INC COM STK USD0.01	20,430	Units		227,590
FORD MOTOR CO COM STK USD0.01	95,800	Units		958,000
FOREST LABORATORIES INC COM STK USD0.10	30,718	Units		986,355
FRANKLIN RESOURCES INC COM STK USD0.10	9,700	Units		1,024,029
FRESH DEL MONTE PRODUCE NV COM STK USD0.01	12,075	Units		266,858
FTI CONSULTING INC COM STK USD0.01	9,360	Units		441,418
FULLER(H.B.)CO COM STK USD1	12,400	Units		282,100
G & K SERVICES INC CLASS'A'COM STK USD0.50	7,580	Units		190,485
GAMESTOP CORPORATION NEW CLASS 'A' COM USD0.001	48,809	Units		1,070,869
GANNETT CO INC COM STK USD1	37,700	Units		561,353
GAP INC COM STK USD0.05	40,800	Units		854,760
GARDNER DENVER INC COM STK USD0.01	6,050	Units		257,428
GENCORP INC COM STK USD0.10	65,400	Units		457,800
GENERAL CABLE CORP COM STK USD0.01	18,600	Units		547,212
GILEAD SCIENCES INC COM STK USD0.001	112,000	Units		4,847,360
GLAXOSMITHKLINE ADR EACH REPR 2 ORD GBP0.25	22,502	Units		963,402
GLOBAL PAYMENTS INC COM STK USD0.001	8,755	Units		471,544
GOLDMAN SACHS GROUP INC COM STK USD0.01	29,400	Units		4,963,896
GOODRICH CORP COM STK USD5	26,700	Units		1,722,684
GOODRICH PETROLEUM CORPORATION COM STK USD0.20	35,700	Units		869,295
GOOGLE INC COM STK USD0.001 CLS'A'	12,619	Units		7,823,528
GRACO INC COM STK USD1	5,000	Units		142,850
GRANITE CONSTRUCTION COM STK USD0.01	3,710	Units		125,361
GREATBATCH INC COM STK USD0.001	2,261	Units		43,479
GREIF INC COM STK CLASS'A' NPV	2,400	Units		130,464
GRIFFON CORP COM STK USD0.25	33,101	Units		404,494
GROUP 1 AUTOMOTIVE INC COM STK NPV	5,245	Units		148,696
GUESS INC COM STK USD0.01	11,100	Units		469,530
GYMBOREE CORP COM STK USD0.001	3,415	Units		148,518
HAEMONETICS CORP COM STK USD0.01	4,785	Units		263,893
HANGER ORTHOPEDICCOM USD0.01	8,660	Units		119,768
HANOVER INSURANCE GROUP INC COM STK USD0.01	10,330	Units		458,962
HARMONIC INC COM STK USD0.001	157,400	Units		996,342
HARRIS CORP COM STK USD1	11,340	Units		539,217
HARRIS STRATEX NETWORKS INC COM STK USD0.01	26,500	Units		183,115
HARSCO CORP COM STK USD1.25	37,293	Units		1,201,953
HARTE-HANKS INC COM STK USD1	9,829	Units		105,957
HARTFORD FINANCIAL SERVICES GRP INC COM STK	55,200	Units		1,286,187
HATTERAS FINANCIAL CORP USD0.001	6,360	Units		185,458
HCC INSURANCE HLDG COM STK USD1	29,600	Units		831,908
HEALTH CARE REIT INC COM STK USD1	1,020	Units		45,206
HEARTLAND PAYMENT SYSTEMS INC COM STK USD0.001	12,525	Units		164,453
HEIDRICK & STRUGGLES COM STK USD0.01	31,805	Units		993,588
HEINZ(H.J.)CO COM STK USD0.25	22,800	Units		984,504
HELIX ENERGY SOLUTIONS GROUP INC COM STK NPV	24,055	Units		282,646
HELMERICH & PAYNE INC COM STK USD0.10	35,200	Units		1,403,776
HERBALIFE LTD	23,200	Units		941,224
HEWITT ASSOCIATES COM USD0.01 CLASS A	7,515	Units		317,584
HEWLETT-PACKARD CO COM STK USD0.01	110,800	Units		5,715,564
HEXCEL CORP COM STK USD0.01	57,000	Units		739,860
HILLENBRAND INC NPV	19,070	Units		359,279
HORACE MANN EDUCATORS CORP COM STK USD0.001	7,370	Units		92,125
HORNBECK OFFSHORE SERVICES INC COM STK USD0.01	3,171	Units		73,821
HOSPIRA INC COM STK USD0.01	14,900	Units		759,900
HUMANA INC COM STK USD0.166	26,900	Units		1,180,641
IAC/INTERACTIVE CORP COM STK USD0.01	20,500	Units		419,840
ICT GROUP INC COM STK USD0.01	6,300	Units		102,879
ILLUMINA INC COM STK USD0.01	24,600	Units		753,990
IMATION CORP COM STK USD0.01	14,280	Units		124,522
INDEPENDENT BANK CORP(MASS) COM STK USD0.01	2,500	Units		52,675
INFINITY PROPERTY & CASUALTY CORP COM NPV	3,150	Units		128,016
INGRAM MICRO INC CLASS'A'COM STK USD0.01	21,915	Units		382,417
INSIGHT ENTERPRISE INC COM STK USD0.01	25,445	Units		290,582
INTEGRATED DEVICE TECHNOLOGY INC COM STK USD0.001	95,311	Units		616,662
INTEGRYS ENERGY GROUP INC COM STK USD1	9,842	Units		413,266
INTEL CORP COM STK USD0.001	153,300	Units		3,127,320
INTERACTIVE DATA CORP COM STK NPV	7,600	Units		192,280
INTERMEC INC COM STK USD0.01	48,700	Units		626,282
INTERNATIONAL BUS MACH CORP COM STK USD0.20	9,600	Units		1,256,640
INTERNATIONAL PAPER CO COM STK USD1	13,200	Units		353,496
INTERNATIONAL SPEEDWAY CORP CLASS'A'COM STK	11,835	Units		336,706
INVACARE CORP COM STK NPV	5,380	Units		134,244
INVENTIV HEALTH INC COM STK USD0.001	8,200	Units		132,594
ION GEOPHYSICAL CORPORATION COM STK USD0.01	84,900	Units		502,608
ISIS PHARMACEUTICAL COM STK USD0.001	62,000	Units		688,200
ITT EDUCATIONAL SERVICES INC COM STK USD0.01	26,200	Units		2,514,152
JACK IN THE BOX INC COM STK USD0.01	8,900	Units		175,063
JACKSON HEWITT TAX SERVICE INC COM STK USD0.01	17,700	Units		77,880
JOHNSON & JOHNSON COM STK USD1	14,800	Units		953,268
JOHNSON CONTROLS INC COM STK USD0.01388	71,800	Units		1,965,166
JONES LANG LASALLE INC COM STK USD0.01	7,965	Units		481,086
JOY GLOBAL INC COM STK USD1	24,100	Units		1,243,319
JPMORGAN CHASE & CO COM STK USD1	81,900	Units		3,412,773
JUNIPER NETWORKS COM STK USD0.00001	70,300	Units		1,874,901
KANSAS CITY SOUTHERN COM STK USD0.01	25,200	Units		838,908
KB HOME COM STK USD1	40,800	Units		558,144
KBR INC COM STK USD0.001	50,400	Units		959,860
KENNAMETAL INC CAP STK USD1.25	7,400	Units		191,808
KFORCE INC COM STK USD0.01	5,092	Units		63,650
KIMBERLY-CLARK CORP COM STK USD1.25	14,500	Units		932,495
KINDRED HEALTHCARE INC COM STK USD0.25	21,215	Units		391,629
KINROSS GOLD CORP COM STK NPV	38,300	Units		704,720
KNIGHT CAPITAL GROUP INC CLASS'A' COM STK USD0.01	29,605	Units		455,917
KNOLL INC COM STK USD1	19,720	Units		203,708
KNOLL INC COM STK USD1	16,555	Units		171,013
KOHLS CORP COM STK USD0.01	33,000	Units		1,779,690
L-1 IDENTITY SOLUTIONS INC COM STK USD0.001	47,400	Units		355,026
LAM RESEARCH CORP COM STK USD0.001	34,000	Units		1,333,140
LANCE INC COM STK USD0.833	6,200	Units		163,060
LANDSTAR SYSTEMS INC COM STK USD0.01	6,740	Units		261,310
LAS VEGAS SANDS CORP COM STK USD0.001	72,400	Units		1,081,656
LAZARD LTD COM STK CLASS 'A' USD0.01	36,460	Units		1,384,386
LENNAR CORP COM STK USD0.10	26,340	Units		336,362
LENNOX INTERNATIONAL INC COM STK USD0.01	4,970	Units		194,725
LEXMARK INTERNATIONAL INC CLASS'A'COM STK USD0.01	7,175	Units		186,407
LIBERTY MEDIA HOLDING COM STK NPV CAP'A' WI	13,200	Units		315,216
LIFE TECHNOLOGIES CORP COM	16,100	Units		840,903
LIFE TIME FITNESS INC COM STK USD0.02	4,457	Units		111,113
LIFEPOINT HOSPITALS INC COM STK USD0.01	8,770	Units		285,113
LILLY(ELI)& CO COM STK NPV	26,000	Units		928,460
LIN TV CORP COM STK USD0.01	86,100	Units		384,006
LINCARE HLDGS INC COM STK USD0.01	11,570	Units		429,478
LINCOLN ELECTRIC HLDGS INC COM STK NPV	15,970	Units		858,060
LINCOLN NATIONAL CORP COM STK USD1.25	34,805	Units		865,948
LIVE NATION ENTERTAINMENT INC COM STK USD0.01	56,125	Units		477,624
LODGENET INTERATIVE CORP	45,200	Units		249,956
LONGTOP FINANCIAL TECHNOLOGIES ADR EACH REPR 1 ORD	13,500	Units		499,770
LSI CORPORATION COM STK USD0.01	123,700	Units		743,437
LUBRIZOL CORP COM STK NPV	4,900	Units		357,455
MACK CALI REALTY CORP COM STK USD0.01	2,500	Units		86,425
MANPOWER INC COM STK USD0.01	5,530	Units		301,827
MANTECH INTERNATIONAL CORP COM STK USD0.01	19,500	Units		941,460
MARATHON OIL CORP COM STK USD1	28,900	Units		902,258
MARRIOTT INTERNATIONAL INC COM STK USD0.01 CL'A'	58,283	Units		1,588,206
MARSHALL & ILSLEY CORP NEW COM STK USD1	47,300	Units		257,785
MASTERCARD INC COM STK	17,300	Units		4,428,454
MATTHEWS INTL CORP CLASS'A'COM STK USD1	5,120	Units		181,402
MAX CAPITAL GROUP COM STK USD1	30,930	Units		689,739
MAXIM INTEGRATED PRODUCTS COM STK USD0.001	66,000	Units		1,339,800
MAXIMUS INC COM STK NPV	7,196	Units		359,800
MB FINANCIAL INC COM STK USD0.01	2,376	Units		46,855
MCDONALD'S CORP COM STK USD0.01	13,400	Units		836,696
MCKESSON CORP COM STK USD0.01	15,100	Units		945,562
MDC HLDGS INC COM STK USD0.01	3,920	Units		121,677
MEADWESTVACO CORPORATION COM NPV	31,700	Units		907,571
MEDCO HEALTH SOLUTIONS INC COM STK USD0.01	68,600	Units		4,384,226
MEDTRONIC INC COM STK USD0.10	21,500	Units		945,570
MENS WEARHOUSE INC COM STK USD0.01	8,375	Units		176,378
METLIFE INC COM STK USD0.01	28,100	Units		993,335
METTLER TOLEDO COM STK USD0.01	4,400	Units		461,956
MFA FINANCIAL INC COM STK USD0.01	96,080	Units		732,130
MICROCHIP TECHNOLOGY COM STK USD0.001	25,200	Units		732,312
MICROSOFT CORP COM STK USD0.00000625	83,200	Units		2,536,768
MICROSTRATEGY INC.	1,600	Units		150,432
MILLER(HERMAN) INC COM STK USD0.20	74,200	Units		1,187,179
MINERALS TECHNOLOGIES INC COM STK USD0.10	1,900	Units		103,493
MOLINA HEALTHCARE INC COM STK USD0.001	3,000	Units		68,610
MONRO MUFFLER BRAKE INC COM STK USD0.01	3,840	Units		128,410
MONSANTO CO COM STK USD0.01	900	Units		73,575
MONSTER WORLDWIDE INC COM STK USD0.001	14,120	Units		245,688
MOOG INC CLASS'A'(LIM.V)USD1	7,000	Units		204,610
MPS GROUP INC COM STK USD0.01	18,910	Units		259,823
MUELLER INDUSTRIES INC COM STK USD0.01	5,185	Units		128,795
MUELLER WATER PRODUCTS INC COM STK USD0.01 SER'A'	28,355	Units		147,446
MYERS INDUSTRIES INC COM STK NPV	6,200	Units		56,792
MYLAN INC COM STK USD0.50	64,300	Units		1,185,049
MYRIAD GENETICS INC COM STK USD0.01	76,000	Units		1,983,600
NATIONAL PENN BANCSHARES COM STK NPV	23,164	Units		134,120
NATIONWIDE HEALTH PROPERTIES INC COM STK USD0.10	5,400	Units		189,972
NAVIGANT CONSULTING INC COM STK USD0.001	21,935	Units		325,954
NAVIGATORS GROUP INC COM STK USD0.10	900	Units		42,399
NBTY INC COM STK USD0.008	12,859	Units		559,881
NETAPP INC COM	119,100	Units		4,095,849
NEW YORK TIMES CO COM CLASS'A'STK USD0.10	37,000	Units		457,320
NII HOLDINGS INC COM STK USD0.001	11,400	Units		382,812
NIKE INC CLASS'B'COM STK NPV	44,000	Units		2,918,960
NISOURCE INC COM STK NPV	25,700	Units		395,266
NOBLE CORPORATION CHF0.01	53,500	Units		2,177,450
NOBLE ENERGY INC COM STK USD3.33 1/3	10,300	Units		733,566
NORDSTROM INC COM STK NPV	28,800	Units		1,082,304
NORTHWEST NATURAL GAS CO COM STK USD3.167	3,900	Units		175,656
NOVELLUS SYSTEMS INC COM STK NPV	46,900	Units		1,094,646
NU SKIN ENTERPRISES INC CLASS'A'COM STK USD0.001	17,925	Units		481,645
NUANCE COMMUNICATIONS INC COM STK USD0.001	11,400	Units		177,156
NV ENERGY INC COM STK USD0.01	45,775	Units		566,695
NVR INC COM STK USD0.01	2,697	Units		1,916,785
OCCIDENTAL PETROLEUM CORP COM USD0.20	50,600	Units		4,133,008
OCEANEERING INTERNATIONAL INC COM STK USD0.25	3,000	Units		175,560
OLD DOMINION FREIGHT LINE INC COM STK USD0.10	4,000	Units		122,800
OLIN CORP COM STK USD1	8,280	Units		145,066
OMNICARE INC COM STK USD1	27,980	Units		676,556
ONYX PHARMACEUTICALS COM STK USD0.001	21,800	Units		639,612
ORACLE CORP COM STK USD0.01	56,500	Units		1,386,510
O'REILLY AUTOMOTIVE INC COM STK USD0.01	30,000	Units		1,143,600
ORIENT EXPRESS HOTELS LTD CLS'A'COM STK USD0.01	74,100	Units		751,374
OSHKOSH CORPORATION	6,185	Units		229,031
OSI PHARMACEUTICALS INC COM STK USD0.01	23,100	Units		716,793
OXFORD INDUSTRIES INC COM STK USD1	3,000	Units		62,040
PACTIV CORP COM STK USD0.01	54,400	Units		1,313,216
PALL CORP COM STK USD0.10	41,800	Units		1,513,160
PALM INC COM STK USD0.001	61,900	Units		621,476
PANTRY INC COM STK USD0.01	3,900	Units		53,001
PARAMETRIC TECHNOLOGY CORP NEW COM STK USD0.01	13,315	Units		217,567
PARKER-HANNIFIN CORP COM STK USD0.50	16,850	Units		907,878
PARTNERRE COM STK USD1	5,240	Units		391,218
PDL BIOPHARMA INC COM STK USD0.01	73,500	Units		504,210
PEPSICO INC CAP STK USD0.0166	28,600	Units		1,755,350
PERRIGO CO COM STK NPV	5,710	Units		227,486
PETROLEO BRASILEIRO SA PETROBRAS ADS EACH REP 2	30,600	Units		1,464,978
PFIZER INC COM STK USD0.05	135,600	Units		2,466,564
PG&E CORP COM STK NPV	15,400	Units		694,078
PHARMERICA CORPORATION COM STK USD0.01	5,745	Units		91,231
PHH CORP COM STK NPV	26,470	Units		426,432
PHILIP MORRIS INTERNATIONAL INC NPV	18,700	Units		911,999
PINNACLE WEST CAPITAL CORP COM STK USD2.50	30,000	Units		1,097,400
PITNEY BOWES INC COM STK USD1	40,200	Units		914,952
PLATINUM UNDERWRITERS HLDGS LTD SHS	16,610	Units		635,997
PNM RESOURCES INC COM STK USD5	33,160	Units		419,474
PPG INDUSTRIES INC COM STK USD1.666	5,700	Units		333,678
PRAXAIR INC COM STK USD0.01	15,200	Units		1,220,712
PRECISION CASTPARTS CORP COM NPV	44,930