EXHIBIT 10(m)(3)(A)
American Electric Power
1 Riverside Plaza
Columbus, OH  43215-2373


Ms. Holly Keller Koeppel
29 Lynwood Avenue
Killara, NSW, AU 2071

June 23, 2000

Dear Holly:

This letter  supercedes  our earlier  letter dated April 13, 2000  regarding our
offer of employment to you as Vice  President-New  Ventures of American Electric
Power Service Corporation. Your primary work location will be Columbus, Ohio and
you will report  directly to me. We will determine a mutually  acceptable  start
date following your acceptance of this offer.

Among other duties that may be assigned,  you will be  responsible  for managing
the activities of AEP's New Ventures  group.  This will include the  development
and application of screening  criteria to assist AEP in decisions  regarding the
commitment of resources in the pursuit of new business  opportunities  developed
by New Ventures.  In addition,  you will be responsible  for the  development of
business plans for new business  opportunities that are pursued by New Ventures.
You will also assume responsibility for certain administrative  functions in AEP
Corporate Development.

Your position will be at an AEP salary grade of 36. Your starting salary will be
$200,000  a year and will be  reviewed  on an  annual  basis.  Subject  to their
specific terms, including Board approval as necessary,  you will be eligible for
AEP's  Management  Incentive  Compensation  Plan (MICP),  effective  upon merger
closing and AEP's  Performance  Share Incentive Plan (PSIP) beginning January 1,
2001. In addition,  you will be eligible to participate in AEP's Long-Term Stock
Option Incentive Plan.

The MICP for your  position  presently  has an annual target of 30% of your base
compensation, 100% of which will be based on overall corporate performance under
the Plan. Actual awards may range from 0% to 200% of target and are paid as soon
as possible, after year-end results are confirmed.

The PSIP for your  position  presently  provides an annual  award of 30% of your
base  compensation  converted  to AEP share units at market  value at the end of
each three-year performance period. Those units are subsequently multiplied from
0% to 200% to establish  actual  awards based on  comparative  three-year  Total
Shareholder  Return.  Dividends are credited during the  performance  period and
converted to equivalent performance share units.

PSIP payments are made annually at the end of each three-year  performance cycle
based on the  market  value of AEP stock at that time.  Payment  can be taken in
cash or stock  once the  stock  ownership  target  for  your  position  has been
achieved.  Your  participation  in PSIP will  begin on  January  1, 2001 with an
initial  award  that will be  comprised  of 1/3 of your  normal  target  for the
1999-2001  performance  cycle,  2/3 of your  normal  target  for  the  2000-2002
performance  cycle,  and the full  award for your  normal  target of 30% for the
2001-2003 performance cycle.

AEP's Long-Term Stock Option  Incentive Plan was approved by shareholders at the
Annual  Meeting  in  April.  Given  this  approval  by the  shareholders,  it is
anticipated  that there will be a stock option  grant during 2000,  but specific
eligibility,  amounts,  and  terms  have not  been  approved  yet by AEP  Senior
Management or the HR Committee of the Board.

This offer of employment is contingent upon the following:

*        successful completion of a pre-employment physical exam
*        verification of academic credentials
*        acceptable reference checks

Therefore,   please  complete  the  enclosed   Application  for  Employment  and
associated documents as soon as possible and return it in the envelope provided.

You will also find enclosed a letter,  which  outlines  those health and welfare
benefits for which you will be eligible  (the  benefit  letter was sent with the
earlier  offer  letter and remains  unchanged).  In  addition to those  benefits
outlined  in the that  letter,  your  pension  when you retire at any time after
vesting will be calculated using your actual AEP years of service at retirement,
plus your years of service  while you were  employed  by CNG, as if you had been
continuously  employed for the combined period,  less any retirement benefit you
are entitled to receive from CNG's retirement plan.

Please feel free to contact me or Tim Harshbarger (624-223-1576) if you have any
questions or concerns.

Sincerely,

/s/ Donald M. Clements, Jr.

Donald M. Clements, Jr.
Executive Vice President

Enclosures
c:       T. G. Harshbarger
         W. R. Beckley
         S.D. Thomas