COLUMBUS, Ohio, June 6, 2002 - American Electric Power (NYSE: AEP) announced today that it has priced offerings of 16 million shares of common stock at a public offering price of $40.90 per share and 6 million equity units at a public offering price of $50.00 per unit. AEP has granted the underwriters an option to purchase an additional 2.4 million shares of common stock and 900,000 equity units to cover overallotments. The equity units have been approved for listing on the New York Stock Exchange under the ticker symbol AEP PrA. The common stock and equity units are expected to be issued next week.

The net proceeds from the sale of these securities will be used to reduce short-term debt and strengthen the company’s balance sheet.

The equity units consist of an unsecured $50 note and a contract to purchase AEP common stock in the future. Total annual distributions on the equity units will be at the rate of 9.25 percent, consisting of interest on the unsecured note and payments under the contract. The contract requires the investor to purchase AEP common stock based on a range of prices ($40.90 to $49.08) at the settlement date of Aug. 16, 2005. This price range reflects a premium of up to 20 percent over the NYSE closing price of AEP common stock on June 5, 2002 of $40.90.

The joint book-running managers for the offerings were Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Salomon Smith Barney Inc.

American Electric Power is a multinational energy company with a balanced portfolio of energy assets. AEP, the United States’ largest electricity generator, owns and operates more than 42,000 megawatts of generating capacity in the U.S. and select international markets. AEP is a leading wholesale energy marketer, ranking among North America’s top providers of wholesale power and natural gas with a growing wholesale presence in European markets. In addition to electricity generation, AEP owns and operates natural gas pipeline systems, natural gas storage, coal mines, and the fourth-largest inland barge company in the U.S. AEP is also one of the largest electric utilities in the United States, with almost 5 million customers linked to AEP’s wires. The company is based in Columbus, Ohio.

A registration statement relating to the securities in this offering has been filed with the Securities and Exchange Commission and has become effective. This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction. The offering may be made only by means of a prospectus and related prospectus supplement, copies of which may be obtained from Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Salomon Smith Barney Inc.

This document contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, including (1) statements concerning the Company’s plans, objectives, expected performance and expenditures and (2) other statements that are other than statements of historical fact. These forward-looking statements reflect assumptions, and involve a number of risks and uncertainties. Among the factors that could cause actual results to differ materially from forward-looking statements are electric load and customer growth, abnormal weather conditions, availability of generating capacity, the ability to recover net regulatory assets and other stranded costs in connection with deregulation of generation, the outcome of environmental regulation and litigation, the impact of fluctuation in commodity prices and interest rates and other risks and unforeseen events over which the Company has no control. The reader is also directed to the Company’s periodic filings with the Securities and Exchange Commission for additional factors that may impact the Company’s results of operations and financial condition. Furthermore, historical results may not be indicative of the Company’s future performance.

Pat D. Hemlepp
Director, Corporate Media Relations
American Electric Power