Edgar Filing: AMERICAN ELECTRIC POWER CO INC

Filed pursuant to Rule 424(b)(5)
Registration Nos. 333-86050
333-86050-01
333-86050-02
333-86050-03

This prospectus supplement and the accompanying prospectus relate to an
effective registration statement under the Securities Act of 1933, but are not
complete and may be changed. This prospectus supplement and the accompanying
prospectus are not an offer to sell these securities and are not soliciting an
offer to buy these securities in any jurisdiction where the offer or sale is
not permitted.

SUBJECT TO COMPLETION, DATED MAY 30, 2002

PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 17, 2002)

[LOGO]
AEP
AMERICAN(R)
ELECTRIC
POWER
16,000,000 Shares

American Electric Power Company, Inc.
Common Stock
$ per share

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

We are selling 16,000,000 shares of our common stock. We have granted the
underwriters an option to purchase up to 2,400,000 additional shares of our
common stock at the initial public offering price less the underwriting
discount to cover over-allotments.

Concurrently with this offering of common stock, we are offering (by
separate prospectus supplement) 6,000,000 Equity Units, plus up to an
additional 900,000 Equity Units if the underwriters for that offering exercise
their over-allotment option in full. Neither offering is conditioned on the
completion of the other.

Our common stock is listed on the New York Stock Exchange under the symbol
"AEP." On May 29, 2002, the closing price of our common stock on the New York
Stock Exchange was $43.98 per share.

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

Investing in our common stock involves risks. See "Risk Factors" beginning
on page 2 of the accompanying prospectus.

Neither the Securities and Exchange Commission nor any other regulatory body
has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.

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Per Share Total
--------- -----

Public offering price.......... $ $
Underwriting discount.......... $ $
Proceeds to us, before expenses $ $

The underwriters expect to deliver the shares to purchasers on or about
, 2002.

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

Joint Book-Running Managers

Goldman, Sachs & Co. JPMorgan Salomon Smith Barney

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

Banc of America Securities LLC Credit Suisse First Boston
Lehman Brothers
Merrill Lynch & Co. UBS Warburg

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

A.G. Edwards & Sons, Inc. Danske Securities Edward D. Jones & Co., L.P.
McDonald Investments Inc. TD Securities The Williams Capital Group, L.P.

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

Global Coordinator

Salomon Smith Barney
, 2002

[MAP]

Map showing Power Plants, Coal Mines, Coal Terminal Facilities, Louisiana
Intrastate Gas, Houston Pipe Line, Natural Gas Storage, Service Territory,
Barge Lines, Transmission Line.

Map showing Generating Units

Marketing & Trading Presence

Power: U.S., U.K., France, Germany, the Netherlands, Switzerland & Scandinavia

Natural Gas: U.S., U.K. & Northwestern Europe

Coal: U.S. & Europe

You should rely only on the information contained in or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We
have not, and the underwriters have not, authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference is accurate only as of
their respective dates. Our business, financial condition, results of
operations and prospects may have changed since those dates.

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TABLE OF CONTENTS

Page
----

Prospectus Supplement
Summary.................................................................... S-1
Concurrent Offering........................................................ S-8
Forward-Looking Statements................................................. S-9
Use of Proceeds............................................................ S-10
Capitalization............................................................. S-11
American Electric Power Company, Inc....................................... S-12
Price Range of Common Stock and Dividend Policy............................ S-17
Certain U.S. Tax Consequences to Non-U.S. Holders.......................... S-18
Underwriting............................................................... S-21
Legal Matters.............................................................. S-24
Experts.................................................................... S-24

Prospectus

The Company.................................................................. 2
Prospectus Supplements....................................................... 2
Risk Factors................................................................. 2
Ratio of Earnings to Fixed Charges........................................... 16
Where You Can Find More Information.......................................... 16
Use of Proceeds.............................................................. 17
The Trusts................................................................... 17
Accounting Treatment of Trusts............................................... 18
Description of the Senior Notes.............................................. 18
Description of Common Stock.................................................. 23
Description of the Junior Subordinated Debentures............................ 24
Description of Trust Preferred Securities.................................... 30
Description of Guarantees.................................................... 46
Description of the Stock Purchase Contracts and the Stock Purchase Units..... 50
Relationship Among Trust Preferred Securities, Debt Securities and Guarantees 50
Book-Entry System............................................................ 52
Plan of Distribution......................................................... 54
Legal Opinions............................................................... 55
Experts...................................................................... 55

This document is in two parts. The first is this prospectus supplement,
which describes the specific terms of the securities we are offering and also
adds to and updates information contained in the accompanying prospectus and
the documents incorporated by reference in that prospectus. The second part,
the accompanying prospectus, gives more general information about securities we
may offer from time to time, including securities other than those we are
offering in this prospectus supplement. If information in this prospectus
supplement is inconsistent with the accompanying prospectus, you should rely on
this prospectus supplement.

It is important for you to read and consider all of the information
contained in this prospectus supplement and the accompanying prospectus in
making your investment decision. You should also read and consider the
information in the documents we have referred you to in "Where You Can Find
More Information" on page 16 of the accompanying prospectus.

We include cross-references in this prospectus supplement and the
accompanying prospectus to captions in these materials where you can find
additional related discussions. The table of contents in this prospectus
supplement provides the pages on which these captions are located.

SUMMARY

The following information supplements, and should be read together with, the
information contained in other parts of this prospectus supplement and in the
prospectus to which it relates. This summary highlights selected information
from this prospectus supplement and the accompanying prospectus. You should
also review "Risk Factors" beginning on page 2 of the accompanying prospectus
to determine whether an investment in the common stock is appropriate for you.

Unless the context requires otherwise, references to "American Electric
Power," "AEP," "we," "our" or "us" refer to American Electric Power Company,
Inc., a New York corporation, and its consolidated subsidiaries.

American Electric Power Company, Inc.

We are one of the largest investor owned electric public utility holding
companies in the U.S. We provide generation, transmission and distribution
service to over 4.9 million retail customers in eleven states (Arkansas,
Indiana, Kentucky, Louisiana, Michigan, Ohio, Oklahoma, Tennessee, Texas,
Virginia and West Virginia) through our electric utility operating companies.
We are also one of the largest marketers and traders of electricity and natural
gas in the United States. In 2000, we established an energy trading operation
in Europe.

We have a significant presence throughout the domestic energy value chain.
Our U.S. electric assets include:

. 38,000 megawatts of generation capacity;

. over 38,000 miles of transmission lines; and

. 186,000 miles of distribution lines.

Our natural gas assets include:

. 128 billion cubic feet (Bcf) of gas storage facilities; and

. 6,400 miles of gas pipelines in Louisiana and Texas.

Through our coal and transportation assets we:

. control over 7,000 railcars;

. control over 1,800 barges and 37 tug boats;

. operate two coal handling terminals with 20 million tons of capacity; and

. produce over 7 million tons of coal annually in the U.S.

Our focus is in the U.S., but we also have smaller operations in other parts of
the world including:

. a growing energy trading operation in Europe based in the United Kingdom;
and

. 4,000 megawatts of generating capacity in England, which represents
approximately 16% of the total coal-fired generation capacity of England
and Wales.

S-1

Strategy and Corporate Restructuring

Our strategy is a balanced business model of regulated and unregulated
operations backed by assets and supported by enterprise-wide risk management
and a strong balance sheet. Our goal is to combine a predictable earnings
stream and cash flow from our regulated operations with greater growth
opportunities from our unregulated operations.

We are currently in the process of restructuring our assets and operations.
The new corporate structure will consist of a regulated holding company and an
unregulated holding company. The regulated holding company will own our
integrated utilities and Ohio and Texas transmission and distribution assets.
The unregulated holding company will own our Ohio and Texas generation,
independent power producers, gas pipeline and storage, United Kingdom
generation, barging and coal mining assets and marketing and trading operations.

Approval is needed from the SEC under the Public Utility Holding Company Act
and the Federal Energy Regulatory Commission (FERC) to make these
organizational changes. We are awaiting the SEC's and the FERC's decision in
this matter.

We have developed specific strategies for each of our regulated and
unregulated operations:

. Regulated Operations

- Maintain moderate but steady earnings growth;

- Maximize value of transmission assets and protect revenue stream
through regional transmission organization membership;

- Continue process improvement to maintain distribution service quality
while enhancing financial performance;

- Optimize generation assets through enhanced availability of
off-system sales; and

- Manage regulatory process to maximize retention of earnings
improvement.

. Unregulated Operations

- Disciplined approach to asset acquisition and disposition;

- Value-driven asset optimization through the linkage of superior
commercial, analytical and technical skills;

- Broad participation across all energy markets with a disciplined and
opportunistic allocation of risk capital;

- Continued investment in both technology and process improvement to
enhance our competitiveness;

- Stringent risk management procedures with independent, internal risk
oversight; and

- Continued expansion of intellectual capital through ongoing
recruiting, performance- linked compensation and the development of a
structure that promotes sound decision- making and innovation at all
levels.

S-2

Overview of Current Regulated Operations

Our electric utility subsidiaries have traditionally provided electric
service, consisting of generation, transmission and distribution, on an
integrated basis to their retail customers. Our operating subsidiaries include
Appalachian Power Company, Central Power and Light Company (CPL), Columbus
Southern Power Company (CSP), Indiana Michigan Power Company, Kentucky Power
Company, Ohio Power Company (OPCo), Public Service Company of Oklahoma,
Southwestern Electric Power Company, West Texas Utilities Company (WTU),
Kingsport Power Company, Wheeling Power Company and AEP Generating Company.
These operating subsidiaries provide electric service to over 4.9 million
customers in 11 states through our electric networks of over 38,000 miles of
transmission lines and 186,000 miles of distribution lines. After corporate
separation, the generation assets of CPL, CSP, OPCo and WTU will be transferred
to the unregulated operations.

Overview of Unregulated Operations

Our unregulated business operations focus on value-driven asset optimization
at each link of the energy chain through the following activities:

. Manage a diversified portfolio of owned assets and structured third party
arrangements, including:

- Power generation facilities and renewable energy sources;

- Natural gas pipeline, storage and processing facilities;

- Coal mines and related facilities; and

- Barge, rail and other fuel transportation related assets.

. Trade and market energy commodities, including electric power, natural
gas, natural gas liquids, oil, coal, and SO\\2\\ allowances in North
America and Europe;

. Provide price-risk management services and liquidity through a variety of
energy-related financial instruments, including exchange-traded futures
and over-the-counter forward, option, and swap agreements; and

. Enter into long-term transactions to buy or sell capacity, energy, and
ancillary services of electric generating facilities, either existing or
to be constructed, at various locations in North America and Europe.

Recent Developments

Please refer to the discussion in "Registrants' Combined Management
Discussion and Analysis of Financial Condition, Contingencies and Other
Matters" under the caption "Possible Divestitures" in our Quarterly Report on
Form 10-Q for the quarter ended March 31, 2002. As discussed therein, we are
considering disposing of the following non-core assets:

Possible Divestitures

. SEEBOARD, our energy delivery and retail supply business in the U.K. We
have provided interested parties an information memorandum and, based
upon their initial level of interest, have provided some of those parties
the opportunity to pursue more detailed investigations. We anticipate
receiving proposals from one or more of these parties to purchase
SEEBOARD in June 2002.

S-3

. Texas Retail Electric Providers. We have recently entered into a
definitive agreement to dispose of two of our Texas retail electric
providers which serve retail residential and small commercial customers
in Texas. The disposal price will not be determined until a date closer
to the consummation of the transaction, which is expected to be during
the fourth quarter of 2002.

. CitiPower, our energy delivery and retail supply business in
Australia. We have distributed an information memorandum among
interested parties and currently expect to receive offers in late June
2002.

. Other generation, distribution and telecommunications assets. We are
considering the divestiture of our power generation interests in Medway
Power in the U.K., Nanyang Electric in China, Pacific Hydro in Australia,
certain cogeneration facilities in the U.S., our joint investment in
power distribution in Brazil and our domestic telecommunications assets.

If we dispose of these assets in the foreseeable future we may realize gains
on certain dispositions but we would expect that in the aggregate we would
realize a non-recurring loss (including currency adjustment) that would be
significant. In the case of our foreign investments, a portion of any such loss
might be recognized as an impairment of goodwill, which, under a recent change
in accounting rules, would be recognized retroactively to January 2002. This
impairment charge could result even if we decide not to dispose of the relevant
asset.

Marketing and Trading

In note 8 to the financial statements in our Quarterly Report on Form 10-Q
for the quarter ended March 31, 2002 under the caption "California Energy
Market Investigation by FERC--Affecting AEP", we discuss a fact-finding
investigation initiated by the FERC into whether any entity, including Enron
Corp., manipulated short-term prices in electric energy or natural gas markets
in the Western System Coordinating Council, which we refer to as the WSCC, or
otherwise exercised undue influence over wholesale prices in the WSCC, for the
period January 1, 2000, forward. With the assistance of outside counsel
retained for this purpose, we have reviewed our records and interviewed
relevant personnel and, based upon that review, we have timely advised the FERC
that we are not aware of any improper activities by AEP personnel in respect of
these matters.

On May 21, 2002, the FERC issued a further data request with respect to this
matter to us and over 100 other market participants requesting information for
the years 2000 and 2001 concerning "wash", "round trip" or "sale/buy back"
trading in the WSCC, which involves the sale of an electricity product to
another company together with a simultaneous purchase of the same product at
the same price (collectively, "wash sales"). Similarly, on May 22, 2002, the
FERC issued an additional data request with respect to this matter to us and
other market participants requesting similar information for the same period
with respect to the sale of natural gas products in the WSCC and Texas. After
reviewing our records, we intend to respond to the FERC that we did not
participate in any "wash sale" transactions involving power or gas in the
relevant market. We further intend to inform the FERC that certain of our
traders did engage in trades on the IntercontinentalExchange, an electronic
electricity trading platform owned by a group of electricity trading companies,
including us, on September 21, 2001, the day on which all brokerage commissions
for trades on that exchange were donated to charities for the victims of the
September 11, 2001 terrorist attacks, which do not meet the FERC criteria for a
"wash sale" but do have certain characteristics in common with such sales.

S-4

Press reports indicate that the SEC and the Commodity Futures Trading
Commission are also looking into "wash sale" trading practices. In addition,
the United States Department of Justice made a civil investigation demand to us
and other electric generating companies concerning their investigation of the
IntercontinentalExchange. We have recently completed a review of our trading
activities in the United States for the last three years involving sequential
trades with the same terms and counterparties. The revenue from such trading is
not material to our financial statements. We believe that substantially all
these transactions involve economic substance and risk transference and do not
constitute "wash sales".

The Enron Corp. bankruptcy and enhanced regulatory scrutiny have contributed
to more rigorous credit rating review of wholesale power market participants.
Credit downgrades of certain other market participants have significantly
reduced such participants' participation in the wholesale power markets. These
events are causing a decrease in the number of significant participants in the
wholesale power markets, at least temporarily, which could result in a decrease
in the volume and liquidity in the wholesale power markets. We are unable to
predict the impact of such developments on our power marketing and trading
business.

S-5

Summary Consolidated Financial Data

The following table sets forth summary consolidated financial information
for each of the periods indicated. You should read the information in this
table together with our consolidated financial statements and other financial
information incorporated by reference in this prospectus supplement and the
accompanying prospectus.

Years Ended December 31,
Three Months Ended -------------------------
March 31, 2002 2001 2000 1999
------------------ ------- ------- -------
(in millions, except per share data)

Consolidated Statements of Income Data:
Revenues (1)................................................................... $13,414 $61,257 $36,706 $24,745
Expenses....................................................................... 12,894 58,862 34,702 22,441
------- ------- ------- -------
Operating Income............................................................... 520 2,395 2,004 2,304
Other Income (Expenses)........................................................ (5) 172 55 160
Less: Interest, Preferred Dividend Requirements of Subsidiaries and Minority
Interest in Finance Subsidiary.............................................. 239 995 1,160 996
------- ------- ------- -------
Income Before Income Taxes..................................................... 276 1,572 899 1,468
Income Taxes................................................................... 95 569 597 482
------- ------- ------- -------
Income Before Extraordinary Items and Cumulative Effect........................ 181 1,003 302 986
Extraordinary Losses (net of tax):
Discontinuance of Regulatory Accounting for Generation....................... -- (48) (35) (8)
Loss on Reacquired Debt...................................................... -- (2) -- (6)
Cumulative Effect of Accounting Change (net of tax)............................ -- 18 -- --
------- ------- ------- -------
Net Income..................................................................... $ 181 $ 971 $ 267 $ 972
======= ======= ======= =======
Average Shares Outstanding..................................................... 322 322 322 321
Earnings Per Share:
Income Before Extraordinary Items and Cumulative Effect...................... $ 0.56 $ 3.11 $ 0.94 $ 3.07
Extraordinary Losses......................................................... -- (0.16) (0.11) (0.04)
Cumulative Effect of Accounting Change....................................... -- 0.06 -- --
------- ------- ------- -------
Net Income................................................................... $ 0.56 $ 3.01 $ 0.83 $ 3.03
======= ======= ======= =======
Cash Dividends Paid Per Share.................................................. $ 0.60 $ 2.40 $ 2.40 $ 2.40
======= ======= ======= =======

As of December 31,
As of March 31, -------------------------
2002 2001 2000 1999
--------------- ------- ------- -------
(in millions)
Consolidated Balance Sheet Data:
Total Current Assets........................................................... $14,280 $12,563 $20,901 $ 4,974
Net Property, Plant and Equipment.............................................. 24,447 24,543 22,393 21,865
Regulatory Assets.............................................................. 3,331 3,162 3,698 3,464
Investments and Other Assets................................................... 8,095 7,013 6,358 5,390
------- ------- ------- -------
Total Assets................................................................... $50,153 $47,281 $53,350 $35,693
======= ======= ======= =======

As of December 31,
As of March 31, -------------------------
2002 2001 2000 1999
--------------- ------- ------- -------
(in millions)
Capitalization:
Total Debt..................................................................... $15,786 $15,208 $15,087 $14,536
Certain Subsidiary Obligated, Mandatorily Redeemable, Preferred Securities of
Subsidiary Trusts Holding Solely Junior Subordinated Debentures of Such
Subsidiaries.................................................................. 321 321 334 335
Minority Interest in Finance Subsidiary........................................ 750 750 -- --
Cumulative Preferred Stock of Subsidiaries..................................... 156 156 161 182
Total Common Shareholders' Equity.............................................. 8,186 8,229 8,054 8,673
------- ------- ------- -------
Total Capitalization......................................................... $25,199 $24,664 $23,636 $23,726
======= ======= ======= =======

--------
(1)Revenues, net of trading and marketing related fuel and purchased energy
expense are: $3,680 million for the three months ended March 31, 2002 and
$15,826 million, $13,673 million and $12,386 million for the years ended
December 31, 2001, 2000 and 1999.

S-6

The Offering

Common stock offered........ 16,000,000 shares.

Use of proceeds............. The net proceeds of this offering, after
deducting offering expenses, are estimated to be
approximately $ million, which will be used
to repay up to $ of our commercial paper and
for other general corporate purposes, which may
include, but are not limited to, working capital
and capital expenditures.

Dividend policy............. The holders of our common stock are entitled to
receive the dividends declared by our board of
directors provided funds are legally available
for such dividends. Our income derives from our
common stock equity in the earnings of our
subsidiaries. Various financing arrangements,
charter provisions and regulatory requirements
may impose certain restrictions on the ability of
our subsidiaries to transfer funds to us in the
form of cash dividends, loans or advances. We
have paid a cash dividend of $0.60 per share each
quarter since the third quarter of 1989.

Voting rights............... The holders of our common stock are entitled to
one vote for each share of common stock held. The
holders of our common stock are entitled to
cumulate their votes when voting for the election
of directors.

Trading symbol.............. Our common stock is listed on the New York Stock
Exchange under the symbol "AEP."

S-7

CONCURRENT OFFERING

We are also offering, in a concurrent offering (by a separate prospectus
supplement), 6,000,000 of our Equity Units, plus up to an additional 900,000 of
Equity Units if the over-allotment option for that offering is exercised in
full. Each Equity Unit initially consists of a forward purchase contract to
purchase shares of our common stock and $50 principal amount of our % senior
notes due August 16, 2007. The forward purchase contract requires the holder to
purchase from us, and us to sell to the holder, a number of shares of our
common stock on August 16, 2005. The number of shares of common stock that the
holders will be required to purchase, and we will be obligated to sell, will be
determined based on the average trading price of our common stock at that time,
but will in the aggregate not be more than (assuming the underwriters of
the shares execute their over-allotment option in full) or less
than (assuming no exercise of the over-allotment option) shares of our
common stock. The forward purchase contracts will pay quarterly contract
adjustment payments at the annual rate of %. The % senior notes, which
will be pledged to secure each holder's obligations under the related forward
purchase contract, will initially pay interest quarterly at the annual rate
of % on their principal amount, which rate is expected to be reset as of the
third business day immediately preceding May 16, 2005. We expect that offering
to close at the same time this offering is closed. Neither offering is
conditioned on the completion of the other.

S-8

FORWARD-LOOKING STATEMENTS

Some statements contained or incorporated by reference in this prospectus
supplement, including the discussion of our plans and proposals under
"Summary--American Electric Power Company, Inc." and "American Electric Power
Company, Inc." are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
subject to various risks and uncertainties. Actual results may vary materially.
Factors that could cause actual results to differ materially include, but are
not limited to:

. electric load and customer growth;

. abnormal weather conditions;

. available sources of and prices for coal and gas;

. availability of generating capacity;

. litigation concerning our merger with Central and South West Corporation;

. the timing of the implementation of our restructuring plan;

. risks related to energy trading and construction under contract;

. the speed and degree to which competition is introduced to our power
generation business;

. the ability to recover net regulatory assets, other stranded costs and
implementation costs in connection with deregulation of generation in
certain states;

. new legislation and government regulations;

. the structure and timing of a competitive market for electricity and its
impact on prices;

. our ability to successfully control costs;

. the success of new business ventures;

. international developments affecting our foreign investments;

. the effects of fluctuations in foreign currency exchange rates;

. the economic climate and growth in our service and trading territories,
both domestic and foreign;

. our ability to comply with or to challenge successfully new environmental
regulations and to litigate successfully claims that we violated the
Clean Air Act;

. inflationary trends;

. changes in electricity and gas market prices and interest rates; and

. other risks and unforeseen events.

In light of these risks, uncertainties and assumptions, the forward-looking
statements contained or incorporated by reference in this prospectus supplement
might not occur. Neither AEP nor the underwriters undertakes any obligation to
publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.

S-9

USE OF PROCEEDS

We estimate that we will receive net proceeds from the sale of our common
stock in this offering of $ , after deducting expenses and underwriting
discounts and commissions, or $ if the underwriters exercise in full their
option to purchase additional shares of common stock. The net proceeds to us
from the concurrent Equity Units offering are estimated to be $ , after
deducting expenses and underwriting discounts and commissions, or $ if
the underwriters exercise in full their option to purchase additional Equity
Units. We are not required to sell the Equity Units in order to sell the common
stock in this offering.

We intend to use the net proceeds to repay up to $ million of our
commercial paper and for general corporate purposes, which may include, but are
not limited to, working capital and capital expenditures.

S-10

CAPITALIZATION

The following table sets forth our capitalization as of March 31, 2002:

. on an actual basis; and

. on an as adjusted basis to give effect to the sale of 16,000,000 shares
of our common stock and our concurrent offering of 6,000,000 Equity Units
(assuming no exercise of the over-allotment option in either offering),
after deducting the underwriting discounts and estimated offering
expenses.

Since March 31, 2002, there has not been any material change in the
information set forth below, except as may be described elsewhere in this
prospectus supplement, in the accompanying prospectus or in any of the
documents incorporated by reference therein. You should read the information in
this table along with the financial information included or incorporated by
reference in this prospectus supplement and the accompanying prospectus.

March 31, 2002
--------------------
Actual As Adjusted
------- -----------
(in millions)

Debt:
Short-term debt, including commercial paper.................................. $ 3,984
Long-term debt, including current maturities................................. 11,802
Senior Notes offered hereby.................................................. --
Total debt............................................................. 15,786
-------
Certain subsidiary obligated, mandatorily redeemable, preferred securities of
subsidiary trusts holding solely junior subordinated debentures of such
subsidiaries............................................................... 321
-------
Minority interest in finance subsidiary...................................... 750
-------
Cumulative preferred stock of subsidiaries..................................... 156
-------
Common shareholders' equity:
Common stock, par value $6.50; 600 million shares authorized, 331,618,850
shares issued (8,999,992 shares were held in treasury at 3/31/02).......... 2,156
Paid-in capital.............................................................. 2,912
Accumulated other comprehensive income (loss)................................ (170)
Retained earnings............................................................ 3,288
-------
Total common shareholders' equity........................................ 8,186
-------
Total capitalization................................................... $25,199
=======

S-11

AMERICAN ELECTRIC POWER COMPANY, INC.

The following discussion highlights certain important facts regarding us and
our subsidiaries and does not contain all of the information that may be
important to you. We encourage you to read the documents referred to in the
accompanying prospectus under "Where You Can Find More Information," which
contain more complete descriptions of us and our business. In this prospectus
supplement and the accompanying prospectus, "AEP," "we," "us" and "our" refer
to American Electric Power Company, Inc. and all of its subsidiaries.

We have a significant presence throughout the domestic energy value chain.
Our U.S. electric assets include:

. 38,000 megawatts of generation capacity;

. over 38,000 miles of transmission lines; and

. 186,000 miles of distribution lines.

Our natural gas assets include:

. 128 billion cubic feet (Bcf) of gas storage facilities; and

. 6,400 miles of gas pipelines in Louisiana and Texas.

Through our coal and transportation assets we:

. control over 7,000 railcars;

. control over 1,800 barges and 37 tug boats;

. operate two coal handling terminals with 20 million tons of capacity; and

. produce over 7 million tons of coal annually in the U.S.

We are one of the largest traders of electricity and natural gas in the U.S.
with:

. over 576 million megawatt hours (MWH) of electricity trades in 2001; and

. over 3,800 Bcf of gas trades in 2001.

In addition we:

. consume 80 million tons of coal annually; and

. consume 310 Bcf of natural gas annually.

Our focus is in the U.S., but we also have smaller operations in other parts of
the world, including:

. a growing energy trading operation in Europe based in the United Kingdom;
and

. 4,000 megawatts of generating capacity in England, which represents
approximately 16% of the total coal-fired generation capacity of England
and Wales.

Our other foreign investments currently include distribution operations in
the United Kingdom, Australia, and Brazil. We have additional generating
facilities in China and Mexico. We also offer engineering and construction
services worldwide. Please refer to "Summary--Recent Developments" in this
prospectus supplement for a discussion of possible divestitures of some of our
investments.

S-12

Strategy and Corporate Restructuring

Our strategy is a balanced business model of regulated and unregulated
businesses backed by assets and supported by enterprise-wide risk management
and a strong balance sheet. Our goal is to combine a predictable earnings
stream and cash flow from our regulated business with greater growth
opportunities from our unregulated business.

We are currently in the process of restructuring our assets and operations
to comply with state restructuring laws and to ensure greater differentiation
between the regulated operations and the unregulated operations.

We expect corporate restructuring will provide:

. transparency and clarity to investors;

. a simpler structure to conduct business, and to anticipate and monitor
performance;

. compliance with states' restructuring laws promoting customer choice; and

. more efficient financing.

The new corporate structure will consist of a regulated holding company and
an unregulated holding company. The regulated holding company will own our
integrated utilities and Ohio and Texas transmission and distribution assets.
The unregulated holding company will own our Ohio and Texas generation,
independent power producers, our gas pipeline and storage, United Kingdom
generation, barging and coal mining assets and our marketing and trading
operations.

Approval is needed from the SEC and the FERC to make these organizational
changes. We are awaiting the SEC's and the FERC's decisions in this matter.

[FLOW CHART]

Corporate Structure Today

American Electric Power
Company, Inc.

Central and AEP AEP AEP Regulated
South West Service Corp. Energy Resources Operating
Corporation Services Companies

Central Power Light
Regulated Public Service Company of Oklahoma
Operating Southwestern Electric Power Company Citipower Appalachian Power
Companies West Texas Utilities AEP Gas Holding Columbus Southern
MEMCO Power
CSW Barge Line Indiana Michigan
International SEEBOARD AEP Coal Kentucky Power
UK Generation Kingsport Power
CSW Ohio Power
Energy, Inc. Wheeling Power
AEP Generating
S-13

[FLOW CHART]

Corporate Structure Post Restructuring

AEP
Regulated Holdco AEP Enterprises Service Corp
(CSW Corp) Wholesale Holdco
CPL Wires WTU Wires
OPCo Wires CSPCo Wires Domestic Generating
Southwestern Electric
Power Company Public Service OPCo Genco
of Oklahoma CPL Genco
Kingsport Wheeling CSPCo Genco
Indiana Michigan Kentucky Power WTU Genco
Appalachian CSW Energy
Power AEP Generating AEPES Gas Holding
Company Energy Services
AEPES UK Limited
UK Generation
Other Diversified
MEMCO
AEP Coal

We have developed specific strategies for each of our regulated and
unregulated operations:

. Regulated Operations

- Maintain moderate but steady earnings growth;

- Maximize value of transmission assets and protect revenue stream
through regional transmission organization membership;

- Continue process improvement to maintain distribution service quality
while enhancing financial performance;

- Optimize generation assets through enhanced availability of
off-system sales; and

- Manageregulatory process to maximize retention of earnings improvement.

. Unregulated Operations

- Disciplined approach to asset acquisition and disposition;

- Value-driven asset optimization through the linkage of superior
commercial, analytical and technical skills;

- Broad participation across all energy markets with a disciplined and
opportunistic allocation of risk capital;

- Continued investment in both technology and process improvement to
enhance our competitiveness;

- Stringent risk management procedures with independent, internal risk
oversight; and

- Continued expansion of intellectual capital through ongoing
recruiting, performance-linked compensation and the development of a
structure that promotes sound decision-making and innovation at all
levels.

S-14

Current Regulated Operations

Our electric utility subsidiaries, which do business as "American Electric
Power," have traditionally provided electric service, consisting of generation,
transmission and distribution, on an integrated basis to their retail
customers. These operating subsidiaries provide electric service to over 4.9
million customers in 11 states through our electric networks of over 38,000
miles of transmission lines and 186,000 miles of distribution lines. Our
operating subsidiaries are:

Operating Subsidiary Service Territory Customers MW Owned/Leased
-------------------- ----------------------- --------- ------------------------

Appalachian Power Company (APCo) Southwestern Virginia 917,000 5,858
and
Southern West Virginia

Central Power and Light Company* Southern Texas 689,000 4,497

Columbus Southern Power Company* Ohio 678,000 2,595

Indiana Michigan Power Company Northern and Eastern 567,000 4,416
Indiana and
Southwestern
Michigan

Kentucky Power Company Eastern Kentucky 173,000 1,060

Kingsport Power Company Kingsport and a 45,000 Purchases electric power
portion of Northeastern distributed to its
Tennessee customers from APCo

Ohio Power Company (OPCo)* Northwestern, East 698,000 8,512
Central, Eastern and
Southern Sections of
Ohio

Public Service Company of Oklahoma Eastern and 502,000 4,237
Southwestern
Oklahoma

Southwestern Electric Power Company Northeastern Texas, 431,000 4,487
Northwestern
Louisiana and Western
Arkansas

Wheeling Power Company Northern West Virginia 41,000 Purchases electric power
distributed to its
customers from OPCo

West Texas Utilities Company* West and Central 189,000 1,392
Texas

AEP Generating Company Sells Power to Indiana N/A 1,300
Michigan Power
Company and
Kentucky Power
Company

--------
* Note: Corporate restructuring contemplates the transfer of historically
regulated generation in Ohio and Texas to an unregulated intermediate
holding company. Corporate restructuring is still subject to FERC and SEC
approval.

S-15

Unregulated Operations

We have expanded our business to unregulated activities through several
subsidiaries. We are active in unregulated businesses via AEP Energy Services,
Inc., AEP Resources, Inc. and AEP Pro Serv, Inc. and AEP Communications, Inc.

Unregulated business operations focus on value-driven asset optimization at
each link of the energy chain through the following activities:

. A diversified portfolio of owned assets and structured third party
arrangements, including:

- Power generation facilities and renewable energy sources;

- Natural gas pipeline, storage and processing facilities;

- Coal mines and related facilities; and

- Barge, rail and other fuel transportation related assets;

. Trade and market energy commodities, including electric power, natural
gas, natural gas liquids, oil, coal, and SO\\2\\ allowances in North
America and Europe;

. Provide price-risk management services and liquidity through a variety
of energy-related financial instruments, including exchange-traded
futures and over-the-counter forward, option, and swap agreements; and

S-16

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

Our common stock is listed on the New York Stock Exchange under the symbol
"AEP". The following table sets forth the high and low sale prices, as reported
on the New York Stock Exchange and the cash dividends declared on the common
shares for the periods indicated. As of March 31, 2002, there were 322,618,858
shares of our common stock outstanding.

Common Stock
-----------------------
Period High Low Dividends
------ ------ ------ ---------

2000:
First Quarter........................ $34.94 $25.94 $0.60
Second Quarter....................... 38.50 29.44 0.60
Third Quarter........................ 40.00 29.94 0.60
Fourth Quarter....................... 48.94 36.19 0.60

2001:
First Quarter........................ $48.10 $39.25 $0.60
Second Quarter....................... 51.20 45.10 0.60
Third Quarter........................ 48.90 41.50 0.60
Fourth Quarter....................... 46.95 39.70 0.60

2002:
First Quarter........................ $47.08 $39.70 $0.60
Second Quarter (through May 29, 2002) 48.06 42.95

Shareholders

On May 29, 2002 the last reported sale price of our common stock on the NYSE
was $43.98. As of May 29, 2002, there were approximately 150,000 holders of
record of our common stock.

Dividend Policy

The holders of our common stock are entitled to receive the dividends
declared by our board of directors provided funds are legally available for
such dividends. Our income derives from our common stock equity in the earnings
of our subsidiaries. Various financing arrangements, charter provisions and
regulatory requirements may impose certain restrictions on the ability of our
subsidiaries to transfer funds to us in the form of cash dividends, loans or
advances. We have paid a cash dividend of $0.60 per share each quarter since
the third quarter of 1989.

S-17

CERTAIN U.S. TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following summary describes the material U.S. federal income and estate
tax consequences of the ownership of common stock by a Non-U.S. Holder (as
defined below) as of the date hereof. This discussion does not address all
aspects of U.S. federal income and estate taxes and does not deal with foreign,
state and local consequences that may be relevant to such Non-U.S. Holders in
light of their personal circumstances. Special rules may apply to certain
Non-U.S. Holders, such as certain United States expatriates, "controlled
foreign corporations", "passive foreign investment companies", "foreign
personal holding companies" and corporations that accumulate earnings to avoid
U.S. federal income tax, that are subject to special treatment under the
Internal Revenue Code of 1986, as amended (the "Code"). Such entities should
consult their own tax advisors to determine the U.S. federal, state, local and
other tax consequences that may be relevant to them. Furthermore, the
discussion below is based upon the provisions of the Code, and regulations,
rulings and judicial decisions thereunder as of the date hereof, and such
authorities may be repealed, revoked or modified so as to result in U.S.
federal income tax consequences different from those discussed below.

If a partnership holds common stock, the tax treatment of a partner will
generally depend on the status of the partner and the activities of the
partnership. Persons who are partners of partnerships holding common stock
should consult their tax advisors.

As used herein, a "U.S. Holder" of common stock means a holder that for
U.S. federal income tax purposes is (i) a citizen or resident of the United
States, (ii) a corporation or partnership created or organized in or under the
laws of the United States or any political subdivision thereof, (iii) an estate
the income of which is subject to U.S. federal income taxation regardless of
its source or (iv) a trust if it (1) is subject to the primary supervision of a
court within the United States and one or more United States persons have the
authority to control all substantial decisions of the trust or (2) has a valid
election in effect under applicable U.S. Treasury regulations to be treated as
a United States person. A "Non-U.S. Holder" is a holder that is not a U.S.
Holder.

Persons considering the purchase, ownership or disposition of common stock
should consult their own tax advisors concerning the U.S. federal income tax
consequences in light of their particular situations as well as any
consequences arising under the laws of any other taxing jurisdiction.

Dividends

Dividends paid to a Non-U.S. Holder of common stock generally will be
subject to withholding of U.S. federal income tax at a 30% rate or such lower
rate as may be specified by an applicable income tax treaty. However, dividends
that are effectively connected with the conduct of a trade or business by the
Non-U.S. Holder within the United States, and, where a tax treaty applies, are
attributable to a U.S. permanent establishment of the Non-U.S. Holder, are not
subject to the withholding tax, but instead are subject to U.S. federal income
tax on a net income basis at applicable graduated individual or corporate
rates. Certain certification and disclosure requirements must be satisfied in
order for effectively connected income to be exempt from withholding. Any such
effectively connected dividends received by a foreign corporation may be
subject to an additional "branch profits tax" at a 30% rate or such lower rate
as may be specified by an applicable income tax treaty.

A Non-U.S. Holder of common stock who wishes to claim the benefit of an
applicable treaty rate (and avoid backup withholding as discussed below) for
dividends paid will be required (a) to complete

S-18

Internal Revenue Service ("IRS") Form W-8BEN (or other applicable form) and
certify under penalties of perjury that such holder is not a United States
person or (b) if the common stock is held through certain foreign
intermediaries, to satisfy the relevant certification requirements of
applicable U.S. Treasury regulations. Special certification and other
requirements apply to certain Non-U.S. Holders that are entities rather than
individuals.

A Non-U.S. Holder of common stock eligible for a reduced rate of U.S.
withholding tax pursuant to an income tax treaty may obtain a refund of any
excess amounts withheld by filing an appropriate claim for refund with the IRS.

Gain on Disposition of Common Stock

A Non-U.S. Holder generally will not be subject to U.S. federal income tax
with respect to gain recognized on a sale or other disposition of common stock
unless (i) the gain is effectively connected with a trade or business of the
Non-U.S. Holder in the United States, and, where a tax treaty applies, is
attributable to a U.S. permanent establishment of the Non-U.S. Holder, (ii) in
the case of a Non-U.S. Holder who is an individual and holds the common stock
as a capital asset, such holder is present in the United States for 183 or more
days in the taxable year of the sale or other disposition and certain other
conditions are met, or (iii) we are or have been a "U.S. real property holding
corporation" for U.S. federal income tax purposes.

A Non-U.S. Holder described in clause (i) above will be subject to tax on
the net gain derived from the sale under regular graduated U.S. federal income
tax rates, and, if it is a corporation, may be subject to the branch profits
tax at a rate equal to 30% of its effectively connected earnings and profits or
at such lower rate as may be specified by an applicable income tax treaty. An
individual Non-U.S. Holder described in clause (ii) above will be subject to a
flat 30% tax on the gain derived from the sale, which tax may be offset by U.S.
source capital losses (even though the individual is not considered a resident
of the United States).

We believe we are not and do not anticipate becoming a "U.S. real property
holding corporation" for United States federal income tax purposes. If the
Company is or becomes a U.S. real property holding corporation, so long as the
common stock continues to be regularly traded on an established securities
market, only a Non-U.S. Holder who holds or held (at any time during the
shorter of the five year period preceding the date of disposition or the
holder's holding period) more than five percent of the common stock will be
subject to U.S. federal income tax on the disposition of the common stock.

Federal Estate Tax

Common stock held by an individual Non-U.S. Holder at the time of death
will be included in such holder's gross estate for U.S. federal estate tax
purposes, unless an applicable estate tax treaty provides otherwise.

Information Reporting and Backup Withholding

We must report annually to the IRS and to each Non-U.S. Holder the amount
of dividends paid to such holder and the tax withheld with respect to such
dividends, regardless of whether withholding was required. Copies of the
information returns reporting such dividends and withholding may also be made
available to the tax authorities in the country in which the Non-U.S. Holder
resides under the provisions of an applicable income tax treaty.

S-19

A Non-U.S. Holder will be subject to backup withholding unless applicable
certification requirements are met.

Payment of the proceeds of a sale of common stock within the United States
or conducted through certain U.S.-related financial intermediaries is subject
to both backup withholding and information reporting unless the beneficial
owner certifies under penalties of perjury that it is a Non-U.S. Holder (and
the payor does not have actual knowledge or reason to know that the beneficial
owner is a United States person) or the holder otherwise establishes an
exemption.

Any amounts withheld under the backup withholding rules may be allowed as a
refund or a credit against such holder's U.S. federal income tax liability
provided the required information is furnished to the IRS.

S-20

UNDERWRITING

Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Salomon Smith Barney
Inc. are the joint book-running managers of this offering. Each of the
underwriters named below is acting as a representative in this offering.
Subject to the terms and conditions stated in the underwriting agreement dated
the date of this prospectus supplement, each underwriter named below has
severally agreed to purchase, and we have agreed to sell to that underwriter,
the number of shares of our common stock set forth opposite the underwriter's
name.

Number of
Underwriter Shares
----------- ----------

Goldman, Sachs & Co...................
J.P. Morgan Securities Inc............
Salomon Smith Barney Inc..............
Banc of America Securities LLC........
Credit Suisse First Boston Corporation
Lehman Brothers Inc...................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated..............
UBS Warburg LLC.......................
A.G. Edwards & Sons, Inc..............
Danske Securities (US), Inc...........
Edward D. Jones & Co., L.P............
McDonald Investments Inc..............
TD Securities (USA) Inc...............
The Williams Capital Group, L.P.......
----------
Total............................. 16,000,000
==========

The underwriting agreement provides that the obligations of the
underwriters to purchase the shares included in this offering are subject to
approval of legal matters by counsel and to other conditions. The underwriters
are obligated to purchase all the shares (other than those covered by the
over-allotment option described below, unless and until this option is
exercised) if they purchase any of the shares.

The underwriters propose to offer the shares directly to the public at the
public offering price set forth on the cover page of this prospectus supplement
and some of the shares to dealers at the public offering price less a
concession not to exceed $ per share. The underwriters may allow, and
those dealers may reallow, a discount not to exceed $ per share on sales
to other dealers. If all of the shares are not sold at the initial offering
price, the representatives may change the public offering price and the other
selling terms.

We have granted to the underwriters an option, exercisable for 30 days from
the date of this prospectus, to purchase up to 2,400,000 additional shares of
common stock at the public offering price less the underwriting discount. The
underwriters may exercise the option solely for the purpose of covering
over-allotments, if any, in connection with this offering. To the extent the
option is exercised, each underwriter must purchase a number of additional
shares approximately proportionate to that underwriter's initial purchase
commitment.

S-21

The following table shows the underwriting discounts and commissions that
we are to pay to the underwriters in connection with this offering. These
amounts are shown assuming both no exercise and full exercise of the
underwriters' option to purchase 2,400,000 additional shares of our common
stock.

Paid by
American Electric Power
-------------------------
No Exercise Full Exercise
----------- -------------

Per share..................... $ $
Total......................... $ $

We have agreed and our executive officers and directors have agreed that,
for a period of 90 days from , 2002, we and they will not, without
the prior written consent of the joint book-running managers, dispose of or
hedge any shares or any securities convertible into or exchangeable for our
common stock. However, we may issue our Equity Units in the concurrent
offering, and we may grant options to purchase shares and issue shares upon the
exercise of outstanding options under our existing stock option plans. The
joint book-running managers in their sole discretion may release any of the
securities subject to these lock-up agreements at any time without notice.

Our common stock is listed on the NYSE under the symbol "AEP."

In connection with the offering, Salomon Smith Barney Inc., on behalf of
the underwriters, may purchase and sell shares of common stock in the open
market. These transactions may include short sales, syndicate covering
transactions and stabilizing transactions. Short sales involve syndicate sales
of common stock in excess of the number of shares to be purchased by the
underwriters in the offering, which creates a syndicate short position.
"Covered" short sales are sales of shares made in an amount up to the number of
shares represented by the underwriters' over-allotment option. In determining
the source of shares to close out the covered syndicate short position, the
underwriters will consider, among other things, the price of shares available
for purchase in the open market as compared to the price at which they may
purchase shares through the over-allotment option. Transactions to close out
the covered syndicate short involve either purchases of the common stock in the
open market after the distribution has been completed or the exercise of the
over-allotment option. The underwriters may also make "naked" short sales of
shares in excess of the over-allotment option. The underwriters must close out
any naked short position by purchasing shares of common stock in the open
market. A naked short position is more likely to be created if the underwriters
are concerned that there may be downward pressure on the price of the shares in
the open market after pricing that could adversely affect investors who
purchase in the offering. Stabilizing transactions consist of bids for or
purchases of shares made for the purpose of preventing or retarding a decline
in the market price of the common stock while the offering is in progress.

The underwriters may also impose a penalty bid. Penalty bids permit the
underwriters to reclaim a selling concession from a syndicate member when
Salomon Smith Barney Inc., in covering syndicate short positions or making
stabilizing purchases, repurchases shares originally sold by that syndicate
member.

Any of these activities may have the effect of preventing or retarding a
decline in the market price of the common stock. They may also cause the price
of the common stock to be higher than the price that otherwise would exist in
the open market in the absence of these transactions. The underwriters may
conduct these transactions on the NYSE, in the over-the-counter market or
otherwise. If the underwriters commence any of these transactions, they may
discontinue them at any time.

Each underwriter has represented, warranted and agreed that: (i) it has not
offered or sold and, prior to the expiry of a period of six months from the
closing date, will not offer or sell any shares to

S-22

persons in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995; (ii) it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of the Financial Services and Markets Act 2000 ("FSMA")) received
by it in connection with the issue or sale of any shares in circumstances in
which section 21(1) of the FSMA does not apply to us; and (iii) it has complied
and will comply with all applicable provisions of the FSMA with respect to
anything done by it in relation to the shares in, from or otherwise involving
the United Kingdom.

The shares may not be offered, sold, transferred or delivered in or from
The Netherlands, as part of their initial distribution or as part of any
re-offering, and neither this prospectus supplement nor any other document in
respect of the offering may be distributed or circulated in The Netherlands,
other than to individuals or legal entities which include, but are not limited
to: banks, brokers, dealers, institutional investors and undertakings with a
treasury department, who or which trade or invest in securities in the conduct
of a business or profession.

This prospectus supplement and the accompanying prospectus will be made
available in electronic format on the websites maintained by one or more of the
underwriters. The representatives may agree to allocate a number of shares to
underwriters for sale to their online brokerage account holders. The
representatives will allocate shares to underwriters that may make Internet
distributions on the same basis as other allocations. In addition, shares may
be sold by the underwriters to securities dealers who resell shares to online
brokerage account holders.

We estimate that our portion of the total expenses of this offering of
common stock, exclusive of underwriting discounts and commissions, will be
approximately $ .

We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribute to
payments the underwriters may be required to make because of any of those
liabilities.

The underwriters and certain of their affiliates have performed investment
banking, advisory, general financing and commercial banking services for us and
our subsidiaries from time to time for which they have received customary fees
and expenses. The underwriters may, from time to time in the future, engage in
transactions with and perform services for us and our subsidiaries in the
ordinary course of their business.

S-23

LEGAL MATTERS

Certain legal matters with respect to this offering of our common stock will
be passed on for us by Thomas G. Berkemeyer, Esq., Associate General Counsel of
American Electric Power Service Corporation, one of our affiliates, or William
E. Johnson, Esq., Senior Counsel of American Electric Power Service Corporation
and Simpson Thacher & Bartlett, New York, New York and for the underwriters by
Dewey Ballantine LLP, New York, New York. From time to time, Dewey Ballantine
LLP acts as counsel to our affiliates for some matters.

EXPERTS

The financial statements of the Company and its subsidiaries (including
Central and South West Corporation and its subsidiaries, as of December 31,
2001 and 2000, and for the years then ended) and the related financial
statement schedule incorporated in this prospectus by reference from the
Company's Annual Report on Form 10-K for the year ended December 31, 2001 have
been audited by Deloitte & Touche LLP, as stated in their reports dated
February 22, 2002 (which report on the financial statements expresses an
unqualified opinion and includes an explanatory paragraph referring to the
restatement of the 1999 financial statements to give retroactive effect to the
conforming change in the method of accounting for vacation pay accruals), which
are incorporated herein by reference.

The financial statements of Central and South West Corporation and its
subsidiaries (excluding CSW UK Holdings), as of December 31, 1999, and for the
year then ended, have been audited by Arthur Andersen LLP, as stated in their
reports, which are incorporated herein by reference. The financial statements
of CSW UK Holdings, as of December 31, 1999, and for the year then ended, have
been audited by KPMG Audit Plc, as stated in their report which is incorporated
herein by reference.

Such financial statements of the Company and its subsidiaries have been so
incorporated herein in reliance upon the respective reports of such firms given
upon their authority as experts in accounting and auditing. All of the
foregoing firms are independent auditors.

S-24

PROSPECTUS

$3,000,000,000

American Electric Power Company, Inc.
1 RIVERSIDE PLAZA
COLUMBUS, OHIO 43215
(614) 223-1000

SENIOR NOTES
COMMON STOCK
JUNIOR SUBORDINATED DEBENTURES
STOCK PURCHASE CONTRACTS
STOCK PURCHASE UNITS

AEP CAPITAL TRUST I
AEP CAPITAL TRUST II
AEP CAPITAL TRUST III

TRUST PREFERRED SECURITIES
Guaranteed as described herein by

American Electric Power Company, Inc.

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

TERMS OF SALE

This prospectus contains summaries of the general terms of the securities.
You will find the specific terms of these securities, and the manner in which
they are being offered, in supplements to this prospectus. You should read this
prospectus and the available prospectus supplement carefully before you invest.

The common stock of American Electric Power Company, Inc. is listed on the
New York Stock Exchange under the symbol "AEP". The last reported sale of the
common stock on the New York Stock Exchange on May 15, 2002 was $44.86 per
share.

In this prospectus, unless the context indicates otherwise, the words "we",
"ours" and "us" refer to American Electric Power Company, Inc. and its
consolidated subsidiaries. "Trusts" refer to AEP Capital Trust I, AEP Capital
Trust II and AEP Capital Trust III.

Investing In These Securities Involves Risks. See The Section Entitled "Risk
Factors" Beginning On Page 2 For More Information.

The Securities have not been approved by the Securities and Exchange
Commission ("SEC") or any state securities commission, nor have these
organizations determined that this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.

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

The date of this prospectus is May 17, 2002.

THE COMPANY

We are a public utility holding company that owns, directly or indirectly,
all of the outstanding common stock of our domestic electric utility
subsidiaries and varying degrees of other subsidiaries. Substantially all of
our operating revenues derive from the furnishing of electric service. In
addition, in recent years we have been pursuing various unregulated business
opportunities in the U.S. and worldwide. We were incorporated under the laws of
New York in 1906 and reorganized in 1925. Our principal executive offices are
located at 1 Riverside Plaza, Columbus, Ohio 43215, and our telephone number is
(614) 223-1000.

We own, directly or indirectly, all the outstanding common stock of the
following operating public utility companies: Appalachian Power Company
("APCo"), Central Power and Light Company ("CPL"), Columbus Southern Power
Company ("CSP"), Indiana Michigan Power Company ("I&M"), Kentucky Power
Company, Kingsport Power Company, Ohio Power Company ("OPCo"), Public Service
Company of Oklahoma ("PSO"), Southwestern Electric Power Company ("SWEPCo"),
West Texas Utilities Company ("WTU") and Wheeling Power Company. These
operating public utility companies supply electric service in portions of
Arkansas, Indiana, Kentucky, Louisiana, Michigan, Ohio, Oklahoma, Tennessee,
Texas, Virginia and West Virginia. We also own all of the outstanding common
stock of American Electric Power Service Corporation, which provides
accounting, administrative, information systems, engineering, financial, legal,
maintenance and other services to us and our subsidiaries.

PROSPECTUS SUPPLEMENTS

We will provide information to you about the securities in up to three
separate documents that progressively provide more detail: (a) this prospectus
provides general information some of which may not apply to your securities,
(b) the accompanying prospectus supplement provides more specific terms of your
securities, and (c) the pricing supplement, if any, provides the final terms of
your securities. It is important for you to consider the information contained
in this prospectus, the prospectus supplement, and the pricing supplement, if
any, in making your investment decision.

RISK FACTORS

You should carefully consider the risks described below as well as other
information contained in this prospectus before buying the securities
registered herein. These are risks we consider to be material to your decision
whether to invest in our securities at this time. There may be risks that you
view in a different way than we do, and we may omit a risk that we consider
immaterial, but you consider important. If any of the following risks occur,
our business, financial condition or results of operations could be materially
harmed. In that case, the value or trading price of the securities registered
herein could decline, and you may lose all or part of your investment.

Risks Related to Our Energy Trading and Wholesale Businesses

Our revenues and results of operations are subject to market risks that are
beyond our control.

We sell power from our generation facilities into the spot market or other
competitive power markets or on a contractual basis. We also enter into
contracts to purchase and sell electricity, natural gas and coal as part of our
power marketing and energy trading operations. With respect to such

transactions, we are not guaranteed any rate of return on our capital
investments through mandated rates, and our revenues and results of operations
are likely to depend, in large part, upon prevailing market prices for power in
our regional markets and other competitive markets. These market prices may
fluctuate substantially over relatively short periods of time. It is reasonable
to expect that trading margins may erode as markets mature and that there may
be diminished opportunities for gain should volatility decline. In addition,
the Federal Energy Regulatory Commission (the "FERC"), which has jurisdiction
over wholesale power rates, as well as independent system operators that
oversee some of these markets, may impose price limitations, bidding rules and
other mechanisms to address some of the volatility in these markets. Fuel
prices may also be volatile, and the price we can obtain for power sales may
not change at the same rate as changes in fuel costs. These factors could
reduce our margins and therefore diminish our revenues and results of
operations.

Volatility in market prices for fuel and power may result from:

. weather conditions;

. seasonality;

. power usage;

. illiquid markets;

. transmission or transportation constraints or inefficiencies;

. availability of competitively priced alternative energy sources;

. demand for energy commodities;

. natural gas, crude oil and refined products, and coal production levels;

. natural disasters, wars, embargoes and other catastrophic events; and

. federal, state and foreign energy and environmental regulation and
legislation.

Our energy trading (including fuel procurement and power marketing) and risk
management policies cannot eliminate the risk associated with these activities.

Our energy trading (including fuel procurement and power marketing)
activities expose us to risks of commodity price movements. We attempt to
manage our exposure through enforcement of established risk limits and risk
management procedures. These risk limits and risk management procedures may not
always be followed or may not work as planned and cannot eliminate the risks
associated with these activities. As a result, we cannot predict the impact
that our energy trading and risk management decisions may have on our business,
operating results or financial position.

We routinely have open trading positions in the market, within established
guidelines, resulting from the management of our trading portfolio. To the
extent open trading positions exist, fluctuating commodity prices can improve
or diminish our financial results and financial position.

Our energy trading and risk management activities, including our power sales
agreements with counterparties, rely on projections that depend heavily on
judgments and assumptions by management of factors such as the future market
prices and demand for power and other energy-related commodities. These factors
become more difficult to predict and the calculations become less reliable the
further into the future these estimates are made. Even when our policies and
procedures are followed and decisions are made based on these estimates,
results of operations may be diminished if

the judgments and assumptions underlying those calculations prove to be wrong
or inaccurate. Our policies and procedures do not typically require us to hedge
the multitude of new trading positions taken daily in these activities.

Parties with whom we have contracts may fail to perform their obligations,
which could harm our results of operations.

We are exposed to the risk that counterparties that owe us money or energy
will breach their obligations. Should the counterparties to these arrangements
fail to perform, we may be forced to enter into alternative hedging
arrangements or honor underlying commitments at then-current market prices that
may exceed our contractual prices, which would cause our financial results to
be diminished and we might incur losses. Although our estimates take into
account the expected probability of default by a counterparty, our actual
exposure to a default by a counterparty may be greater than the estimates
predict if defaults by counterparties exceed our estimates.

We rely on electric transmission facilities that we do not own or control. If
these facilities do not provide us with adequate transmission capacity, we may
not be able to deliver our wholesale electric power to our customers.

We depend on transmission facilities owned and operated by other power
companies to deliver the power we sell at wholesale. This dependence exposes us
to a variety of risks. If transmission is disrupted, or transmission capacity
is inadequate, we may not be able to sell and deliver our wholesale products.
If a region's power transmission infrastructure is inadequate, our recovery of
wholesale costs and profits may be limited. If restrictive transmission price
regulation is imposed, the transmission companies may not have sufficient
incentive to invest in expansion of transmission infrastructure.

The FERC has issued electric and gas transmission initiatives that require
electric and gas transmission services to be offered unbundled from commodity
sales. Although these initiatives are designed to encourage wholesale market
transactions for electricity and gas, access to transmission systems may in
fact not be available if transmission capacity is insufficient because of
physical constraints or because it is contractually unavailable. We also cannot
predict whether transmission facilities will be expanded in specific markets to
accommodate competitive access to those markets.

We do not fully hedge against price changes in commodities.

We routinely enter into contracts to purchase and sell electricity, natural
gas and coal as part of our power marketing and energy trading operations and
to procure fuel. In connection with these trading activities, we routinely
enter into financial contracts, including futures and options, over-the counter
options, swaps and other derivative contracts. These activities expose us to
risks from price movements. If the values of the financial contracts change in
a manner we do not anticipate, it could harm our financial position or reduce
the financial contribution of our trading operations.

We manage our exposure by establishing risk limits and entering into
contracts to offset some of our positions (i.e., to hedge our exposure to
demand, market effects of weather and other changes in commodity prices).
However, we do not always hedge the entire exposure of our operations from
commodity price volatility. To the extent we do not hedge against commodity
price volatility, our results of operations and financial position may be
improved or diminished based upon our success in the market.

Risks Related to Our Regulated Business and Evolving Regulation

We operate in a non-uniform and fluid regulatory environment.

AEP is subject to regulation by the SEC under the Public Utility Holding
Company Act of 1935 ("PUHCA"). The rates charged by the domestic utility
subsidiaries are approved by the FERC and the eleven state utility commissions.
The FERC regulates wholesale electricity operations and transmission rates and
the state commissions regulate retail generation and distribution rates. The
prices charged by foreign subsidiaries located in the UK, Australia, China,
Mexico and Brazil are regulated by the authorities of those respective
countries and are generally subject to price controls. Seven of the eleven
states retail jurisdictions in which our domestic electric utilities operate
have enacted restructuring legislation. The restructuring legislation of two of
the seven states, Texas and Ohio, require the legal separation of generation
and related assets and liabilities from the other utility assets and
liabilities of the electric utilities in those states. Once legal separation
occurs in Texas and Ohio, approximately one half of our domestic generation
will not be regulated by state utility commissions as to rates. The remaining
five states of the seven that have enacted restructuring legislation
contemplate some level of regulatory reform without currently requiring legal
separation of assets. Our utility operations in the four state retail
jurisdictions that have not enacted any restructuring legislation currently
plan to adhere to the vertically-integrated utility model with cost recovery
through regulated rates.

Our business plan is based on the regulatory framework as described and
assumes that deregulated generation will not be re-regulated. There can be no
assurance that the states that have pursued restructuring will not reverse such
policies; nor can there be assurance that the states that have not enacted
restructuring legislation will not do so in the future. In addition to the
multiple levels of regulation at the state level in which we operate, our
business is subject to extensive federal regulation. There can be no assurance
that recent federal legislative and regulatory initiatives which have generally
facilitated competition in the energy sector will continue or will not be
reversed. Critical press coverage of supply problems and price volatility in
the California power markets--a state which enacted restructuring legislation
in favor of competition--as well as critical press coverage of the bankruptcy
of Enron Corp. would suggest that conditions for additional deregulation may
not be favorable.

Further alteration of the regulatory landscape in which we operate will
impact the effectiveness of our business plan and may, because of the continued
uncertainty, harm our financial condition and results of operations.

Risks relating to state restructuring

We have limited ability to pass on to our customers our costs of production.

We are exposed to risk from changes in the market prices of coal and natural
gas used to generate power where generation is no longer regulated or where
existing fuel clauses are suspended or frozen. The protection afforded by
retail fuel clause recovery mechanisms has been eliminated by the
implementation of customer choice in Ohio (effective January 1, 2001) and in
the Electric Reliability Council of Texas ("ERCOT") area of Texas (effective
January 1, 2002). We expect that there may be similar risks should customer
choice be similarly implemented in other states. Because the risk of fuel price
increases, increased environmental compliance costs and generating unit outage
cannot be passed through to customers during the transition period in Ohio and
only partially in Texas upon regulatory approval, we retain these risks.

The protection afforded by fuel clause recovery mechanisms has been frozen
by settlement agreements currently in place in Indiana (through 2007) and
Michigan (through January 1, 2004). To the extent all of the fuel supply of the
generating units in these states are not under fixed price long-term contracts
we are subject to market price risk. We continue to be protected against market
price changes by active fuel clauses in Oklahoma, Arkansas, Louisiana,
Kentucky, Virginia (through the transition to competition on July 1, 2007) and
the Southwest Power Pool ("SPP") area of Texas (until the implementation of
restructuring). A fuel clause in West Virginia has been suspended per a
settlement reached in a state restructuring proceeding. However, as
restructuring has not been implemented in West Virginia, the fuel clause may be
reactivated.

Ohio: Until the transition to full market competition is complete in Ohio
on December 31, 2005, our Ohio regulated utility subsidiaries there are
required to provide power at capped rates, which may be below current market
rates, to retail customers that do not choose an alternative power generation
supplier. To satisfy this default service obligation, these regulated utility
subsidiaries will source power from our to-be-formed power marketing affiliate
("PMA"), under contract. The power sales agreements PMA will have with our Ohio
regulated utilities have a fixed price, which may have little or no
relationship to the cost of supplying this power. This means that our PMA will
absorb the risk of fuel and power price increases, increased costs of
environmental compliance and generating unit outage. Following the transition,
it is anticipated that the PMA will no longer be obligated to sell to the Ohio
regulated subsidiaries, permitting it to sell power previously committed to
serving this obligation at market rates.

Texas: Under Texas restructuring, beginning January 1, 2002, all retail
electric customers in the ERCOT region will purchase electricity from retail
electric providers ("REPs"). Each restructured utility in Texas has an
obligation to organize a REP which will provide electricity to customers
located in the restructured utility's former franchise area ("Affiliate REPs").
All Affiliate REPs must offer fixed rates for electricity referred to as the
Price to Beat ("PTB") to customers of less than 1 MW peak demand who do not
choose an alternative supplier during a transition period from 2002 through
2006. The PTB may be below current market rates. The fuel cost component of an
Affiliate REPs' PTB will be permitted prospective adjustment twice a year based
upon changes in a natural gas price index. We currently own two Affiliate REPs
that will provide PTB service in the former franchise area of our regulated
utilities situated in the ERCOT area of Texas. We have entered into an
agreement to sell these Affiliate REPs, subject to regulatory approval and
other conditions. In the event we do not sell these Affiliate REPs, because the
Affiliate REPs must sell at fixed PTB rates to eligible customers, our
Affiliate REPs will absorb the risk of fuel and power price increases,
increased costs of environmental compliance and generating unit outage, subject
to the biannual prospective fuel cost adjustment. AEP has established a
separate REP that provides electric service to customers of greater than 1MW
peak demand throughout Texas. In addition, AEP has established a REP that
offers provider-of-last-resort ("POLR") service to customers both inside and
outside the former franchise area of our regulated utilities. POLR service is
provided to customers when they cannot obtain service from another REP
including the Affiliate REP providing PTB service. Our POLR REP provides
service at fixed rates to customers of greater than 1MW demand in the franchise
area of our regulated utilities and to PTB customers in their service territory
of an unaffiliated utility. Our PMA may enter into agreements to sell power to
our REP and Affiliate REPs and such agreements may assume the risk of fuel
price increases, increased costs of environmental compliance and generating
unit outage--however, if that were the case, on a consolidated basis, we would
still retain such risks. Following the transition, all REPs and Affiliate REPs
will be permitted to sell to retail customers at market rates. Although

currently delayed, it is anticipated that the foregoing framework will be
extended to the SPP area of Texas in a similar fashion.

The default service, price to beat and provider-of-last-resort obligations do
not restrict customers from switching suppliers of power.

Those default service, PTB and POLR customers that we serve in Ohio and
Texas may choose to purchase power from alternative suppliers. Should they
choose to switch from us, our sales of power may decrease. Customers originally
choosing alternative suppliers may switch to our default service, PTB or POLR
obligations. This may increase demand above our facilities' available capacity.
Thus, any such switching by customers could have an adverse effect on our
results of operations and financial position. Conversely, to the extent the
power sold by the PMA to meet the default service, PTB or POLR obligations
could have been sold to third parties at more favorable wholesale prices, we
will have incurred potentially significant lost opportunity costs.

Some laws and regulations governing restructuring of the wholesale generation
market in Oklahoma, Arkansas, Virginia and West Virginia have not yet been
interpreted or adopted and could harm our business, operating results and
financial condition.

While the electric restructuring laws in Oklahoma, Arkansas, Virginia and
West Virginia established the general framework governing the retail electric
market, the laws required the utility commission in each state to issue rules
and determinations implementing the laws. Some of the regulations governing the
retail electric market have not yet been adopted by the utility commission in
each state. These laws, when they are interpreted and when the regulations are
developed and adopted, may harm our business, results of operations and
financial condition. In June 2001, Oklahoma enacted legislation delaying
competition indefinitely.

In Virginia, the laws requires APCo to make compliance filings with the
Virginia State Corporation ("VSCC") to implement the law. APCo's compliance
filing is pending but we are unable to predict the outcome of the VSCC's review
of our filing. It is possible that the VSCC could limit APCo's ability to
transfer generation assets in connection with corporate separation. The West
Virginia legislature approved electricity restructuring; however, the West
Virginia Public Service Commission ("WVPSC") cannot implement the restructuring
plan until the legislature makes tax law changes necessary to preserve the
revenues of state and local governments. We cannot predict the timing of the
passage of such legislation. Therefore, it is also possible that the
legislation could be revisited. We cannot predict the impact of such a
development.

Recovery of deferred fuel balances and stranded costs

The Public Utility Commission of Texas ("PUCT") review and reconciliation of
retail fuel clause recovery was eliminated in the ERCOT area of Texas effective
January 1, 2002. During 2002 CPL and WTU will file final fuel reconciliations
with the PUCT to reconcile their fuel costs through the period ending December
31, 2001. The ultimate recovery of deferred fuel balances at December 31, 2001
will be decided as part of PUCT-required true-up proceedings in 2004. If the
final under-recovered fuel balances or any amounts incurred but not yet
reconciled are disallowed, it would harm our financial condition and diminish
our results of operations.

As a part of restructuring in Texas, electric utilities are allowed to
recover stranded generation costs including generation-related regulatory
assets. CPL included regulatory assets not approved for

securitization in its request for recovery of $1.1 billion of stranded costs.
In a 1997 CPL PUCT rate proceeding, $800 million of nuclear unit costs included
in property, plant and equipment-electric and regulatory assets on the
consolidated balance sheets was determined to be excess cost over market
("ECOM"). The PUCT provided for a lower return on ECOM assets and ECOM assets
are being amortized on an accelerated basis for rate-making purposes.

After hearings on the issue of stranded costs in a proceeding to establish
restructured rates for CPL, the PUCT ruled in October 2001 that its current
estimate of CPL's stranded costs was negative $615 million. The final amount of
stranded costs will be established by the PUCT in a 2004 true-up proceeding. If
our total stranded costs determined in the 2004 true-up are less than the
amount of securitized regulatory assets, the PUCT can implement an offsetting
credit to transmission and distribution rates charged of the CPL transmission
and distribution utility. An offsetting credit, if imposed, would limit our
recovery of regulatory assets and may harm our results of operations.

Management believes that CPL will have stranded costs in 2004, and that the
current treatment of excess earnings will be amended at that time. CPL has
appealed the PUCT's estimate of stranded costs and refund of excess earnings to
the Travis County District Court. Unaffiliated parties also appealed the PUCT's
refund order contending the entire $615 million of negative stranded costs
should be refunded presently. Management is unable to predict the outcome of
this litigation. An unfavorable ruling would diminish our results of
operations, cash flows and possibly financial condition.

The FERC and/or the SEC may not approve the corporate separation plans we have
submitted to comply with the unbundling laws enacted in Texas and Ohio.

Seven of the eleven state retail jurisdictions in which our domestic
electric utility companies operate have enacted restructuring legislation. In
general, the legislation provides for a transition from cost-based regulation
of bundled electric service to customer choice and market pricing for the
supply of power. Texas and Ohio have each enacted laws that generally require
the legal separation of previously vertically integrated electric utilities
into non-regulated and regulated components. We have filed requests with the
FERC and SEC to complete our corporate separation unbundling restructuring plan
to separate our regulated and non-regulated businesses. Significant portions of
those requests incorporate the unbundling plans which have been approved in
Texas and Ohio to bring our utility companies that operate in those states into
compliance with their respective restructuring laws. Certain industrial and
wholesale customers and state utility commissions have intervened to oppose our
corporate separation filings at the FERC. A settlement agreement has been
reached in the FERC proceeding with a majority of the active intervenors,
including all state utility commissions. The agreement was filed with the FERC
in December 2001 to obtain final approval. We believe that the agreement meets
the requirements of the FERC and expect the matter to be resolved favorably. We
can give no assurance, however, that the FERC and/or the SEC will approve the
action necessary to complete the corporate separations. Failure to approve may
limit our ability to efficiently operate our business.

In addition, while not a condition to implementation of corporate
separation, we are seeking to exempt our deregulated generation assets in Ohio
and Texas from regulation as utilities under PUHCA. This generation comprises
about one half of our domestic generation. To obtain this exemption, each of
the eleven state utility commissions in which we operate must make certain
findings regarding the impact of the exemption in their respective states. The
SEC and the FERC must also act before the exemption is granted. We believe we
will obtain all necessary approvals for the exemption; we can

give no assurance, however, that the states, the FERC, the SEC and/or the
relevant state utility commissions will approve the action necessary. Failure
to do so may limit our ability to maximize the return on our deregulated
generation assets.

We may not be able to respond effectively to competition.

We may not be able to respond in a timely or effective manner to the many
changes in the power industry that may occur as a result of regulatory
initiatives to increase competition. These regulatory initiatives may include
deregulation of the electric utility industry in some markets and privatization
of the electric utility industry in others. To the extent that competition
increases, our profit margins may be negatively affected. Industry deregulation
and privatization may not only continue to facilitate the current trend toward
consolidation in the utility industry but may also encourage the disaggregation
of other vertically integrated utilities into separate generation, transmission
and distribution businesses. As a result, additional competitors in our
industry may be created, and we may not be able to maintain our revenues and
earnings levels or pursue our growth strategy.

While demand for power is generally increasing throughout the United States,
the rate of construction and development of new, more efficient electric
generation facilities may exceed increases in demand in some regional electric
markets. The start-up of new facilities in the regional markets in which we
have facilities could increase competition in the wholesale power market in
those regions, which could harm our business, results of operations and
financial condition. Also, industry restructuring in regions in which we have
substantial operations could affect our operations in a manner that is
difficult to predict, since the effects will depend on the form and timing of
the restructuring.

General risks of our regulated operations

We are exposed to nuclear generation risk.

Through I&M and CPL, we have interests in four nuclear generating units,
which interests equal 2,740 MW, or 7% of our generation capacity. We are,
therefore, also subject to the risks of nuclear generation, which include the
following:

. the potential harmful effects on the environment and human health
resulting from the operation of nuclear facilities and the storage,
handling and disposal of radioactive materials;

. limitations on the amounts and types of insurance commercially available
to cover losses that might arise in connection with our nuclear
operations or those of others in the United States;

. uncertainties with respect to contingencies and assessment amounts if
insurance coverage is inadequate; and

. uncertainties with respect to the technological and financial aspects of
decommissioning nuclear plants at the end of their licensed lives.

The Nuclear Regulatory Commission ("NRC") has broad authority under federal
law to impose licensing and safety-related requirements for the operation of
nuclear generation facilities. In the event of non-compliance, the NRC has the
authority to impose fines or shut down a unit, or both, depending upon its
assessment of the severity of the situation, until compliance is achieved.
Revised safety requirements promulgated by the NRC could necessitate
substantial capital expenditures at nuclear plants such as ours. In addition,
although we have no reason to anticipate a serious nuclear incident at

our plants, if an incident did occur, it could harm our results of operations
or financial condition. A major incident at a nuclear facility anywhere in the
world could cause the NRC to limit or prohibit the operation or licensing of
any domestic nuclear unit.

The different regional power markets in which we compete or will compete in the
future have changing transmission regulatory structures, which could affect our
performance in these regions.

Our results are likely to be affected by differences in the market and
transmission regulatory structures in various regional power markets. Problems
or delays that may arise in the formation and operation of new regional
transmission organizations, or "RTOs", may restrict our ability to sell power
produced by our generating capacity to certain markets if there is insufficient
transmission capacity otherwise available. The rules governing the various
regional power markets may also change from time to time which could affect our
costs or revenues. Because it remains unclear which companies will be
participating in the various regional power markets, or how RTOs will develop
or what regions they will cover, we are unable to assess fully the impact that
these power markets may have on our business.

We are participating with four unaffiliated utilities in the formation of
the Alliance RTO. In 2001 the Alliance companies and MISO entered into a
settlement addressing transmission pricing and other "seam" issues between the
two RTOs. On December 19, 2001 the FERC approved the proposal of the MISO for a
regional transmission organization and instructed the Alliance companies, which
had submitted a separate RTO proposal, to explore joining the MISO
organization. The FERC's order is intended to facilitate the establishment of a
single RTO in the Midwest and support the establishment of viable for-profit
transmission companies under an RTO umbrella. In its order, the FERC concluded
that the proposed Alliance RTO lacks sufficient scope to exist
as a stand-alone RTO and directed the Alliance companies to explore how their
business plan can be accommodated within MISO. We recently announced our
intention to join the PJM Interconnection, LLC, the mid-Atlantic grid operator.

Management is unable to predict the outcome of these transmission regulatory
actions and proceedings or their impact on the timing and operation of RTOs,
our transmission operations or future results of operations and cash flows.

We are subject to regulation under the Public Utility Holding Company Act of
1935.

Our system is subject to the jurisdiction of the SEC under PUHCA. The rules
and regulations under PUHCA impose a number of restrictions on the operations
of registered holding company systems. These restrictions include a requirement
that the SEC approve in advance securities issuances, sales and acquisitions of
utility assets, sales and acquisitions of securities of utility companies and
acquisitions of other businesses. PUHCA also generally limits the operations of
a registered holding company to a single integrated public utility system, plus
additional energy-related businesses. PUHCA rules limit the dividends that our
subsidiaries may pay from unearned surplus.

Our merger with CSW may ultimately be found to violate PUHCA.

We acquired CSW in a merger completed on June 15, 2000. Among the more
significant assets we acquired as a result of the merger were four additional
domestic electric utility companies--CPL, PSO, SWEPCo and WTU. On January 18,
2002, the U.S. Court of Appeals for the District of Columbia ruled that the
SEC's June 14, 2000 order approving the merger failed to properly find that the
merger

meets the requirements of PUHCA and sent the case back to the SEC for further
review. Specifically, the court told the SEC to revisit its conclusion that the
merger met PUHCA's requirement that the electric utilities be "physically
interconnected" and confined to a "single area or region."

We believe that the merger meets the requirements of PUHCA and expect the
matter to be resolved favorably. We intend to fully cooperate with the staff of
the SEC in supplementing the record, if necessary, to ensure the merger
complies with PUHCA. We can give no assurance, however, that: (i) the SEC or
any applicable court review will find that the merger complies with PUHCA, or
(ii) the SEC or any applicable court review will not impose material adverse
conditions on us in order to find that the merger complies with PUHCA. If the
merger were ultimately found to violate PUHCA, it may require us to take
remedial actions or divest assets which may harm our results of operations or
financial condition.

Risks Related To Market, Economic Or International Financial Volatility

We are subject to risks associated with a changing economic environment.

In response to the occurrence of several recent events, including the
September 11, 2001 terrorist attack on the United States, the ongoing war
against terrorism by the United States, and the bankruptcy of Enron Corp., the
financial markets have been disrupted in general, and the availability and cost
of capital for our business and that of our competitors has been at least
temporarily harmed. In addition, following the bankruptcy of Enron Corp., the
credit ratings agencies initiated a thorough review of the capital structure
and earnings power of energy companies, including us. These events could
constrain the capital available to our industry and could limit our access to
funding for our operations. Our business is capital intensive, and achievement
of our growth targets is dependent, at least in part, upon our ability to
access capital at rates and on terms we determine to be attractive. If our
ability to access capital becomes significantly constrained, our interest costs
will likely increase and our financial condition could be harmed and future
results of operations could be significantly harmed.

The insurance industry has also been disrupted by these events. As a result,
the availability of insurance covering risks we and our competitors typically
insure against may decrease. In addition, the insurance we are able to obtain
may have higher deductibles, higher premiums and more restrictive policy terms.

A downgrade in our credit rating could negatively affect our ability to access
capital and/or to operate our power and gas trading businesses.

Standard & Poor's and Moody's rate our senior, unsecured debt at BBB+ and
Baa1, respectively. However, on April 19, 2002, Moody's placed the credit
ratings of our senior unsecured indebtedness on review for possible downgrade
pending corporate separation. If Moody's or Standard & Poor's were to downgrade
our long-term rating, particularly below investment grade, our borrowing costs
would increase which would diminish our financial results. In addition, we
would likely be required to pay a higher interest rate in future financings,
and our potential pool of investors and funding sources could decrease.
Further, if our short-term rating were to fall below P-2 or A-2, the current
ratings assigned by Standard & Poor's and Moody's, respectively, it would
significantly limit our access to the commercial paper market.

Our power and gas trading businesses rely on the investment grade ratings
(with respect to senior, unsecured debt) of our public utility subsidiaries and
us, respectively. Most of our counterparties

require the creditworthiness of an investment grade entity to stand behind
transactions. If our rating or those of our public utility subsidiaries were to
decline below investment grade, our ability to profitably operate our power and
gas trading businesses would be diminished because we would likely have to
deposit cash or cash related instruments which would reduce our profits.

Our operating results may fluctuate on a seasonal and quarterly basis.

Electric power generation is generally a seasonal business. In many parts of
the country, demand for power peaks during the hot summer months, with market
prices also peaking at that time. In other areas, power demand peaks during the
winter. As a result, our overall operating results in the future may fluctuate
substantially on a seasonal basis. The pattern of this fluctuation may change
depending on the nature and location of facilities we acquire and the terms of
power sale contracts we enter into. In addition, we have historically sold less
power, and consequently earned less income, when weather conditions are milder.
We expect that unusually mild weather in the future could diminish our results
of operations and harm our financial condition.

Changes in technology may significantly affect our business by making our power
plants less competitive.

A key element of our business model is that generating power at central
power plants achieves economies of scale and produces power at relatively low
cost. There are other technologies that produce power, most notably fuel cells,
microturbines, windmills and photovoltaic (solar) cells. It is possible that
advances in technology will reduce the cost of alternative methods of producing
power to a level that is competitive with that of most central power station
electric production. If this were to happen and if these technologies achieved
economies of scale, our market share could be eroded, and the value of our
power plants could be reduced. Changes in technology could also alter the
channels through which retail electric customers buy power, thereby harming our
financial results.

Risks of doing business outside the United States

We currently own and may acquire and/or dispose of material energy-related
investments and projects outside the United States. The economic and political
conditions in certain countries where we have interests or in which we may
explore development, acquisition or investment opportunities present risks of
delays in construction and interruption of business, as well as risks of war,
expropriation nationalization, renegotiation, trade sanctions or nullification
of existing contracts and changes in law or tax policy, that are greater than
in the United States. The uncertainty of the legal environment in certain
foreign countries in which we develop or acquire projects or make investments
could make it more difficult to obtain non-recourse project or other financing
on suitable terms, could adversely affect the ability of certain customers to
honor their obligations with respect to such projects or investments and could
impair our ability to enforce our rights under agreements relating to such
projects or investments.

Operations in foreign countries also can present currency exchange rate and
convertibility, inflation and repatriation risk. In certain countries in which
we develop or acquire projects, or make investments, economic and monetary
conditions and other factors could affect our ability to convert our earnings
denominated in foreign currencies to United States dollars or other hard
currencies or to move funds offshore from such countries. Furthermore, the
central bank of any such country may have the authority in certain
circumstances to suspend, restrict or otherwise impose conditions on foreign
exchange transactions or to approve distributions to foreign investors.
Although we intend to structure

our power purchase agreements, joint venture agreements and other project
revenue agreements to provide for payments or contributions to be made in, or
indexed to, United States dollars or a currency freely convertible into United
States dollars, there can be no assurance that we will be able to achieve this
structure in all cases or that a power purchaser or other customer will be able
to obtain sufficient United States dollars or other hard currency or that
available United States dollars will be allocated to pay such obligations or
make such contributions.

Changes in commodity prices may increase our cost of producing power or
decrease the amount we receive from selling power, harming our financial
performance.

We are heavily exposed to changes in the price and availability of coal
because most of our generating capacity is coal-fired. We have contracts of
varying durations for the supply of coal for most of our existing generation
capacity, but as these contracts end, we may not be able to purchase coal on
terms as favorable as the current contracts.

We also own natural gas-fired facilities, which increases our exposure to
the more volatile market prices of natural gas.

Changes in the cost of coal or natural gas and changes in the relationship
between those costs and the market prices of power will affect our financial
results. Since the price we obtain for electricity may not change at the same
rate as the change in coal or natural gas costs, we may be unable to pass on
the changes in costs to our customers. In addition, the price we can charge our
retail customers in some jurisdictions are capped and our fuel recovery
mechanisms in other states are frozen for various periods of time.

In addition, actual power prices and fuel costs will differ from those
assumed in financial projections used to initially value our trading and
marketing transactions, and those differences may be material. As a result, our
financial results may be diminished in the future as those transactions are
marked to market.

At times, demand for power could exceed our supply capacity.

We are currently obligated to supply power in parts of eleven states. From
time to time the demand for power required to meet these obligations could
exceed our available generation capacity. If this occurs, we would have to buy
power on the market. We may not always have the ability to pass these costs on
to our customers because some of the states we operate in do not allow us to
increase our rates in response to increased fuel cost charges. Since these
situations most often occur during periods of peak demand, it is possible that
the market price for power at that time would be very high. Unlike the cooler
weather over the summer of 2000, the hotter-than-normal summer of 1999 saw
market prices for power in regions in which certain of our regulated utility
subsidiaries have supply obligations peak in excess of $5,000 per megawatt
hour. Utilities that did not own or purchase sufficient available capacity
during those periods incurred significant losses in sourcing incremental power.
Even if a supply shortage was brief, we could suffer substantial losses that
could diminish our results of operations.

Risks Related To Environmental Regulation

Our costs of compliance with environmental laws are significant, and the cost
of compliance with future environmental laws could harm our cash flow and
profitability.

Our operations are subject to extensive federal, state and local
environmental statutes, rules and regulations relating to air quality, water
quality, waste management, natural resources and health and safety. Compliance
with these legal requirements requires us to commit significant capital toward
environmental monitoring, installation of pollution control equipment, emission
fees and permits at all of our facilities. These expenditures have been
significant in the past and we expect that they will increase in the future.
Costs of compliance with environmental regulations could harm our industry, our
business and our results of operations and financial position, especially if
emission and/or discharge limits are tightened, more extensive permitting
requirements are imposed, additional substances become regulated and the number
and types of assets we operate increase.

We anticipate that we will incur considerable capital costs for compliance.

Most of our generating capacity is coal burning. We plan to install new
emissions control equipment and may be required to upgrade existing equipment,
purchase emissions allowances or reduce operations. We expect to spend
approximately $1.6 billion in connection with the installation of emission
control equipment at our facilities to comply with the new NOx rule (of which
approximately $450 million has already been expended), the Section 126 Rule and
certain environmental requirements of Texas. Moreover, environmental laws are
subject to change, which may materially increase our costs of compliance or
accelerate the timing of these capital expenditures. Our compliance strategy,
although reasonably based on the information available to us today, may not
successfully address the relevant standards and interpretations of the future.

Governmental authorities may assess penalties on us for failures to comply with
environmental laws and regulations.

If we fail to comply with environmental laws and regulations, even if caused
by factors beyond our control, that failure may result in the assessment of
civil or criminal penalties and fines against us. Recent lawsuits by the EPA
and various states filed against us highlight the environmental risks faced by
generating facilities, in general, and coal-fired generating facilities, in
particular.

Since 1999, we have been involved in litigation regarding generating plant
emissions under the Clean Air Act. Federal EPA and a number of states alleged
that we and eleven unaffiliated utilities modified certain units at coal-fired
generating plants in violation of the Clean Air Act. Federal EPA filed
complaints against certain AEP subsidiaries in U.S. District Court for the
Southern District of Ohio. A separate lawsuit initiated by certain special
interest groups was consolidated with the Federal EPA case. The alleged
modification of the generating units occurred over a 20 year period.

If these actions are resolved against us, substantial modifications of our
existing coal-fired power plants would be required. In addition, we could be
required to invest significantly in additional emission control equipment,
accelerate the timing of capital expenditures, pay penalties and/or halt
operations. Moreover, our results of operations and financial position could be
reduced due to the consequent distraction of management and the expense of
ongoing litigation.

Other parties have settled similar lawsuits. An unaffiliated utility which
operates certain plants jointly owned by CSPCo reached a tentative agreement to
settle litigation regarding generating plant

emissions under the Clean Air Act. Negotiations are continuing and a settlement
could impact the operation of certain of the jointly owned plants. Until a
final settlement is reached, CSPCo will be unable to determine the settlement's
impact on its jointly owned facilities and its future results of operations and
cash flows.

We are unlikely to be able to pass on the cost of environmental compliance to
our customers.

Most of our contracts with wholesale customers do not permit us to recover
additional capital and other costs incurred by us to comply with new
environmental regulations. Due to the deregulation of generation in Texas, Ohio
and Virginia, we cannot recover through rates additional capital and other
costs incurred by us to comply with new environmental regulations with respect
to our generation previously regulated in those jurisdictions. As a result of
rate freezes in effect in Michigan and Indiana (expiring January 1, 2005) we
generally cannot recover through rates additional capital and other costs
incurred by us to comply with new environmental regulations with respect to our
generation subject to those jurisdictions. A settlement currently on file with
the FERC in connection with our corporate separation proceeding would extend
Indiana's rate freeze through 2007.

RATIO OF EARNINGS TO FIXED CHARGES

The Ratio of Earnings to Fixed Charges for each of the periods indicated is
as follows:

Twelve Months
Period Ended Ratio
------------ -----

December 31, 1997 .................... 2.22
December 31, 1998 .................... 2.25
December 31, 1999 .................... 2.14
December 31, 2000 .................... 1.59
December 31, 2001 .................... 2.23
March 31, 2002........................ 2.13

For current information on the Ratio of Earnings to Fixed Charges, please
see our most recent Form 10-K and 10-Q. See Where You Can Find More Information.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a registration statement we and the trusts filed
with the SEC. We also file annual, quarterly and special reports and other
information with the SEC. You may read and copy any document we file at the
SEC's Public Reference Room at 450 Fifth Street, N. W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. You may also examine our SEC filings through the SEC's web
site at http://www.sec.gov or at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005.

The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until we sell all the securities registered herein.

Annual Report on Form 10-K for the year ended December 31, 2001; and
Quarterly Report on Form 10-Q for the period ended March 31, 2002.

You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:

Mr. G. C. Dean
American Electric Power Service Corporation
1 Riverside Plaza
Columbus, Ohio 43215
(614) 223-1000

You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus or any supplement is accurate as
of any date other than the date on the front of those documents.

USE OF PROCEEDS

The net proceeds from the sale of any of the offered securities will be used
for general corporate purposes relating to our business. Unless stated
otherwise in a prospectus supplement, these purposes include redeeming or
repurchasing outstanding debt, replenishing working capital, financing our
subsidiaries' ongoing construction and maintenance programs. If we do not use
the net proceeds immediately, we temporarily invest them in short-term,
interest-bearing obligations. At March 31, 2002, our outstanding short-term
debt was $3,984,000,000.

The prospectus supplement of a particular offering of securities will
identify the use of proceeds for the offering. The proceeds from the sale of
Trust Preferred Securities by a trust will be invested in Debt Securities
issued by us. Except as we may otherwise describe in the related prospectus
supplement, we expect to use the net proceeds of the sale of such Debt
Securities to the applicable trust for the above purposes.

THE TRUSTS

AEP Capital Trust I, AEP Capital Trust II and AEP Trust III (each a "trust")
are statutory business trusts created under the Delaware Business Trust Act
pursuant to amended and restated declarations of trust, among AEP, Wilmington
Trust Company, as the Property Trustee and Delaware Trustee and two employees
of AEP as Administrative Trustees. In this prospectus, we refer to these
declarations as the trust agreements.

Each trust exists solely to:

. issue and sell its Trust Preferred Securities and Trust Common Securities
(the "Trust Securities");

. use the proceeds from the sale of its Trust Securities to purchase and
hold a series of our Debt Securities;

. maintain its status as a grantor trust for federal income tax purposes;
and

. engage in other activities that are necessary or incidental to these
purposes.

We will purchase all of the Trust Common Securities. The Trust Common
Securities will represent an aggregate liquidation amount equal to at least 3%
of the total capital of the trust. Payments will be made on the Trust Common
Securities pro rata with the Trust Preferred Securities, except that the Trust
Common Securities' right to payment will be subordinated to the rights of the
Trust Preferred Securities if there is a default under the trust agreement
resulting from an event of default under the applicable indenture.

We will guarantee the Trust Preferred Securities as described later in this
prospectus.

Each trust's business and affairs will be conducted by its Administrative
Trustees, as set forth in the trust agreement. The office of the Delaware
Trustee in the State of Delaware is 1100 North Market Street, Wilmington,
Delaware 19890. The trust's offices are located at 1 Riverside Plaza, Columbus,
Ohio 43215; the telephone number is (614) 223-1000.

ACCOUNTING TREATMENT OF TRUSTS

For financial reporting purposes, the trusts will be treated as our
subsidiaries and, accordingly, the accounts of the trusts will be included in
our consolidated financial statements. The Trust Preferred Securities will be
presented as a separate line item in our consolidated balance sheet, and
appropriate disclosures concerning the Trust Preferred Securities, the
Guarantees, the Senior Notes and the junior subordinated debentures will be
included in the notes to the consolidated financial statements. For financial
reporting purposes, we will record distributions payable on the Trust Preferred
Securities as an expense.

DESCRIPTION OF THE SENIOR NOTES

General

We will issue the Senior Notes directly to the public, to a trust or as part
of a Stock Purchase Unit, under an Indenture dated May 1, 2001 between us and
the Trustee, The Bank of New York. This prospectus briefly outlines some
provisions of the Indenture. If you would like more information on these
provisions, you should review the Indenture and any supplemental indentures or
company orders that we have filed or will file with the SEC. See Where You Can
Find More Information on how to locate these documents. You may also review
these documents at the Trustee's offices at 5 Penn Plaza, New York, New York.

The Indenture does not limit the amount of Senior Notes that may be issued.
The Indenture permits us to issue Senior Notes in one or more series or
tranches upon the approval of our board of directors and as described in one or
more company orders or supplemental indentures. Each series of Senior Notes may
differ as to their terms. The Indenture also gives us the ability to reopen a
previous issue of a series of Senior Notes and issue additional Senior Notes of
such series.

Because we are a holding company, the claims of creditors of our
subsidiaries will have a priority over our equity rights and the rights of our
creditors (including the holders of the Senior Notes) to participate in the
assets of the subsidiary upon the subsidiary's liquidation.

The Senior Notes are unsecured and will rank equally with all our unsecured
unsubordinated debt. For current information on our debt outstanding see our
most recent Form 10-K and 10-Q. See Where You Can Find More Information.

A prospectus supplement or pricing supplement will include the final terms
for each Senior Note. If we decide to list upon issuance any Senior Note or
Senior Notes on a securities exchange, a prospectus supplement or pricing
supplement will identify the exchange and state when we expect trading could
begin. The following terms of the Senior Notes that we may sell at one or more
times will be established in the applicable pricing or prospectus supplement:

. Maturity

. Fixed or floating interest rate

. Remarketing features

. Certificate or book-entry form

. Redemption

. Not convertible, amortized or subject to a sinking fund

. Interest paid on fixed rate Senior Notes quarterly or semi-annually

. Interest paid on floating rate Senior Notes monthly, quarterly,
semi-annually, or annually

. Issued in multiples of a minimum denomination

. Ability to defer payment of interest

. Any other terms not inconsistent with the Indenture

. Issued with Original Issue Discount

The Senior Notes will be denominated in U.S. dollars and we will pay
principal and interest in U.S. dollars. Unless an applicable pricing or
prospectus supplement states otherwise, the Senior Notes will not be subject to
any conversion, amortization, or sinking fund. We expect that the Senior Notes
issued to the public will be "book-entry," represented by a permanent global
Senior Note registered in the name of The Depository Trust Company, or its
nominee. We reserve the right, however, to issue Senior Note certificates
registered in the name of the Senior Noteholders.

The interest rate and interest and other payment dates of each series of
Senior Notes issued to a trust will correspond to the rate at which
distributions will be paid and the distribution and other payment dates of the
Trust Preferred Securities.

In the discussion that follows, whenever we talk about paying principal on
the Senior Notes, we mean at maturity or redemption. Also, in discussing the
time for notices and how the different interest rates are calculated, all times
are New York City time and all references to New York mean the City of New
York, unless otherwise noted.

The Indenture does not protect holders of the Senior Notes if we engage in a
highly leveraged transaction.

The following terms may apply to each Senior Note as specified in the
applicable pricing or prospectus supplement and the Senior Note:

Redemptions

If we issue redeemable Senior Notes, we may redeem such Senior Notes at our
option unless an applicable pricing or prospectus supplement states otherwise.
The pricing or prospectus supplement will state the terms of redemption. We may
redeem Senior Notes in whole or in part by delivering written notice to the
Senior Noteholders no more than 60, and not less than 30, days prior to
redemption. If we do not redeem all the Senior Notes of a series at one time,
the Trustee selects the Senior Notes to be redeemed in a manner it determines
to be fair.

Remarketed Notes

If we issue Senior Notes with remarketing features, an applicable pricing or
prospectus supplement will describe the terms for the Senior Notes including:
interest rate, remarketing provisions, our right to purchase or redeem Senior
Notes, the holders' right to tender Senior Notes, and any other provisions.

Note Certificates--Registration, Transfer, and Payment of Interest and Principal

Unless otherwise indicated in the applicable prospectus supplement, each
series of Senior Notes issued to the public will be issued initially in the
form of one or more global notes, in registered form, without coupons, as
described under Book-Entry System. However, if we issue Senior Note
certificates, they will be registered in the name of the Senior Noteholder. The
Senior Notes may be transferred or exchanged, pursuant to administrative
procedures in the Indenture, without the payment of any service charge (other
than any tax or other governmental charge) by contacting the paying agent.
Payments to public holders of Senior Note certificates will be made by check.

Original Issue Discount

We may issue the Senior Notes at an original issue discount, bearing no
interest or bearing interest at a rate that, at the time of issuance, is below
market rate, to be sold at a substantial discount below their stated principal
amount. Generally speaking, if the Senior Notes are issued at an original issue
discount and there is an event of default or acceleration of their maturity,
holders will receive an amount less than their principal amount. Tax and other
special considerations applicable to original issue discount debt will be
described in the prospectus supplement in which we offer those Senior Notes.

Interest Rate

The interest rate on the Senior Notes will either be fixed or floating. The
interest paid will include interest accrued to, but excluding, the date of
maturity or redemption. Interest is generally payable to the person in whose
name the Senior Note is registered at the close of business on the record date
before each interest payment date. Interest payable at maturity or redemption,
however, will be payable to the person to whom principal is payable.

If we issue a Senior Note after a record date but on or prior to the related
interest payment date, we will pay the first interest payment on the interest
payment date after the next record date. We will pay interest payments by check
or wire transfer, at our option.

For a discussion of our ability to defer interest payments on the Senior
Notes, see Description of Trust Preferred Securities--Option to Extend Interest
Payment Period.

Fixed Rate Senior Notes

A pricing or prospectus supplement will designate the record dates, payment
dates, our ability to defer interest payments and the fixed rate of interest
payable on a Senior Note. We will pay interest quarterly or semi-annually, and
upon maturity or redemption. Unless an applicable pricing or prospectus
supplement states otherwise, if any payment date falls on a day that is not a
business day, we will pay interest on the next business day and no additional
interest will be paid. Interest payments will be the amount of interest accrued
to, but excluding, each payment date. Interest will be computed using a 360-day
year of twelve 30-day months.

Floating Rate Notes

Each floating rate Senior Note will have an interest rate formula. The
applicable prospectus supplement or pricing supplement will state the initial
interest rate or interest rate formula on each Senior Note effective until the
first interest reset date. The applicable pricing or prospectus supplement will
state the method and dates on which the interest rate will be determined, reset
and paid.

Events of Default

The following are events of default under the Indenture with respect to any
series of Senior Notes, unless we state otherwise in the applicable prospectus
supplement:

. failure to pay for three business days the principal of (or premium, if
any, on) any Senior Note of a series when due and payable;

. failure to pay for 30 days any interest on any Senior Note of any series
when due and payable;

. failure to perform any other requirements in such Senior Notes, or in the
Indenture in regard to such Senior Notes, for 90 days after notice;

. certain events of our bankruptcy or insolvency; or

. any other event of default specified in a series of Senior Notes.

An event of default for a particular series of Senior Notes does not
necessarily mean that an event of default has occurred for any other series of
Senior Notes issued under the Indenture. If an event of default occurs and
continues, the Trustee or the holders of at least 33% of the principal amount
of the Senior Notes of the series affected may require us to repay the entire
principal of the Senior Notes of such series immediately ("Repayment
Acceleration"). In most instances, the holders of at least a majority in
aggregate principal amount of the Senior Notes of the affected series may
rescind a previously triggered Repayment Acceleration. However, if we cause an
event of default because we have failed to pay (unaccelerated) principal,
premium, if any, or interest, Repayment Acceleration may be rescinded only if
we have first cured our default by depositing with the Trustee enough money to
pay all (unaccelerated) past due amounts and penalties, if any. For a
discussion of remedies in the event Senior Notes are issued to a trust, see
Description of Trust Preferred Securities--Enforcement of Certain Rights of
Holders of Trust Preferred Securities.

The Trustee must within 90 days after a default occurs, notify the holders
of the Senior Notes of the series of default unless such default has been cured
or waived. We are required to file an annual certificate with the Trustee,
signed by an officer, concerning any default by us under any provisions of the
Indenture.

Subject to the provisions of the Indenture relating to its duties in case of
default, the Trustee shall be under no obligation to exercise any of its rights
or powers under the Indenture at the request, order or direction of any holders
unless such holders offer the Trustee reasonable indemnity. Subject to the
provisions for indemnification, the holders of a majority in principal amount
of the Senior Notes of any series may direct the time, method and place of
conducting any proceedings for any remedy available to, or exercising any trust
or power conferred on, the Trustee with respect to such Senior Notes.

Modification of Indenture

Under the Indenture, our rights and obligations and the rights of the
holders of any Senior Notes may be changed. Any change affecting the rights of
the holders of any series of Senior Notes requires the consent of the holders
of not less than a majority in aggregate principal amount of the outstanding
Senior Notes of all series affected by the change, voting as one class.
However, we cannot change the terms of payment of principal or interest, or a
reduction in the percentage required for changes or a waiver of default, unless
the holder consents. We may issue additional series of Senior Notes and take
other action that does not affect the rights of holders of any series by
executing supplemental indentures without the consent of any Senior Noteholders.

Consolidation, Merger or Sale

Legal Defeasance

We will be discharged from our obligations on the Senior Notes of any series
at any time if:

. we deposit with the Trustee sufficient cash or government securities to
pay the principal, interest, any premium and any other sums due to the
stated maturity date or a redemption date of the Senior Note of the
series, and

. we deliver to the Trustee an opinion of counsel stating that the federal
income tax obligations of Senior Noteholders of that series will not
change as a result of our performing the action described above.

If this happens, the Senior Noteholders of the series will not be entitled
to the benefits of the Indenture except for registration of transfer and
exchange of Senior Notes and replacement of lost, stolen or mutilated Senior
Notes.

Covenant Defeasance

We will be discharged from our obligations under any restrictive covenant
applicable to the Senior Notes of a particular series if we perform both
actions described above. See Legal Defeasance. If this happens, any later
breach of that particular restrictive covenant will not result in Repayment
Acceleration. If we cause an event of default apart from breaching that
restrictive covenant, there may not be sufficient money or government
obligations on deposit with the Trustee to pay all amounts due on the Senior
Notes of that series. In that instance, we would remain liable for such amounts.

Governing Law

The Indenture and Senior Notes of all series will be governed by the laws of
the State of New York.

Concerning the Trustee

We and our affiliates use or will use some of the banking services of the
Trustee in the normal course of business. The Trustee is also the Subordinated
Indenture Trustee under the Subordinated Indenture relating to the Junior
Subordinated Debentures.

DESCRIPTION OF COMMON STOCK

Our authorized capital stock currently consists of 600,000,000 shares of
common stock, par value $6.50 per share. 322,235,005 shares of our common stock
were issued and outstanding as of December 31, 2001. Our common stock,
including the common stock offered in this prospectus once issued, is listed on
the New York Stock Exchange. First Chicago Trust Company of New York, P.O. Box
2500, Jersey City, New Jersey 07303-2500, is the transfer agent and registrar
for our common stock.

Dividend Rights

The holders of our common stock are entitled to receive the dividends
declared by our board of directors provided funds are legally available for
such dividends. Our income derives from our common stock equity in the earnings
of our subsidiaries. Various financing arrangements, charter provisions and
regulating requirements may impose certain restrictions on the ability of our
subsidiaries to transfer funds to us in the form of cash dividends, loans or
advances.

Voting Rights

The holders of our common stock are entitled to one vote for each share of
common stock held. The holders of our common stock are entitled to cumulate
their votes when voting for the election of directors.

Pre-emptive Rights

The holders of our common stock generally do not have the right to subscribe
for or purchase any part of any new or additional issue of our common stock.
If, however, our board of directors determines to issue and sell any common
stock solely for money and not by (1) a public offering, (2) an offering to or
through underwriters or dealers who have agreed to promptly make a public
offering, or (3) any other offering which the holders of a majority of our
outstanding common stock have authorized; then such common stock must first be
offered pro rata to our existing shareholders on terms no less favorable than
those offered to persons other than our existing shareholders.

Rights Upon Liquidation

If we are liquidated, holders of our common stock will be entitled to
receive pro rata all assets available for distribution to our shareholders
after payment of our liabilities, including liquidation expenses.

Restrictions on Dealing with Existing Shareholders

We are subject to Section 513 of New York's Business Corporation Law, which
provides that no domestic corporation may purchase or agree to purchase more
than 10% of its stock from a shareholder who has held the shares for less than
two years at any price that is higher than the market price unless the
transaction is approved by both the corporation's board of directors and a
majority of the votes of all outstanding shares entitled to vote thereon at a
meeting of shareholders, unless the certificate of incorporation requires a
greater percentage or the corporation offers to purchase shares from all the
holders on the same terms. Our certificate of incorporation does not currently
provide for a higher percentage.

DESCRIPTION OF THE JUNIOR SUBORDINATED DEBENTURES

General

We will issue the Junior Subordinated Debentures directly to the public, to
a trust or as part of a Stock Purchase Unit under the Subordinated Indenture to
be entered into by us and the Subordinated Indenture Trustee, The Bank of New
York. This prospectus briefly outlines some provisions of the Subordinated
Indenture. If you would like more information on these provisions, you should
review the Subordinated Indenture and any supplemental indentures or company
orders that we will file with the SEC. See Where You Can Find More Information
on how to locate these documents.

The Junior Subordinated Debentures are unsecured obligations and are junior
in right of payment to "Senior Indebtedness". You may find a description of the
subordination provisions of the Junior Subordinated Debentures, including a
description of Senior Indebtedness under Subordination.

Because we are a holding company, the claims of creditors of our
subsidiaries will have a priority over our equity rights and the rights of our
creditors (including the holders of the Junior Subordinated Debentures) to
participate in the assets of the subsidiary upon the subsidiary's liquidation.

The Subordinated Indenture does not limit the amount of Junior Subordinated
Debentures that we may issue under it. We may issue Junior Subordinated
Debentures from time to time under the Subordinated Indenture in one or more
series by entering into supplemental indentures or by our Board of Directors or
a duly authorized committee authorizing the issuance. The Subordinated
Indenture also gives us the ability to reopen a previous issue of a series of
Junior Subordinated Debentures and issue additional Junior Subordinated
Debentures of such series.

A prospectus supplement or pricing supplement will include the final terms
for each Junior Subordinated Debenture. If we decide to list upon issuance any
Junior Subordinated Debenture or Junior Subordinated Debentures on a securities
exchange, a prospectus supplement or pricing supplement will identify the
exchange and state when we expect trading could begin. The following terms of
the Junior Subordinated Debentures that we may sell at one or more times will
be established in a prospectus supplement:

. Maturity

. Fixed or floating interest rate

. Remarketing features

. Certificate or book-entry form

. Redemption

. Not convertible, amortized or subject to a sinking fund

. Interest paid on fixed rate Junior Subordinated Debentures quarterly or
semi-annually

. Interest paid on floating rate Junior Subordinated Debentures monthly,
quarterly, semi-annually, or annually

. Issued in multiples of a minimum denomination

. Ability to defer interest payments

. Any other terms not inconsistent with the Subordinated Indenture

. Issued with Original Issue Discount

The interest rate and interest and other payment dates of each series of
Junior Subordinated Debentures issued to a trust will correspond to the rate at
which distributions will be paid and the distribution and other payment dates
of the Trust Preferred Securities.

The Subordinated Indenture does not protect the holders of Junior
Subordinated Debentures if we engage in a highly leveraged transaction.

Redemption

Provisions relating to the redemption of Junior Subordinated Debentures will
be set forth in the applicable prospectus supplement. Unless we state otherwise
in the applicable prospectus supplement, we may redeem Junior Subordinated
Debentures only upon notice mailed at least 30 but not more than 60 days before
the date fixed for redemption. If we do not redeem all the Junior Subordinated
Debentures of a series at one time, the Subordinated Indenture Trustee selects
those to be redeemed in a manner it determines to be fair.

Junior Subordinated Debenture Certificates--Registration, Transfer, and Payment
of Interest and Principal

Unless otherwise indicated in the applicable prospectus supplement, each
series of Junior Subordinated Debentures issued to the public initially will be
in the form of one or more global Junior Subordinated Debentures, in registered
form, without coupons, as described under Book-Entry System. However, if we
issue Junior Subordinated Debenture certificates, they will be registered in
the name of the Junior Subordinated Debentureholder. The Junior Subordinated
Debentures may be transferred or exchanged, pursuant to administrative
procedures in the Subordinated Indenture, without the payment of any service
charge (other than any tax or other governmental charge) by contacting the
paying agent. Payments to public holders of Junior Subordinated Debenture
certificates will be made by check.

Original Issue Discount

We may issue the Junior Subordinated Debentures at an original issue
discount, bearing no interest or bearing interest at a rate that, at the time
of issuance, is below market rate, to be sold at a substantial discount below
their stated principal amount. Generally speaking, if the Junior Subordinated
Debentures are issued at an original issue discount and there is an event of
default or acceleration of their maturity, holders will receive an amount less
than their principal amount. Tax and other special considerations applicable to
original issue discount debt will be described in the prospectus supplement in
which we offer those Junior Subordinated Debentures.

Interest Rate

The interest rate on the Junior Subordinated Debentures will either be fixed
or floating. The interest paid will include interest accrued to, but excluding,
the date of maturity or redemption. Interest

is generally payable to the person in whose name the Junior Subordinated
Debenture is registered at the close of business on the record date before each
interest payment date. Interest payable at maturity or redemption, however,
will be payable to the person to whom principal is payable.

If we issue a Junior Subordinated Debenture after a record date but on or
prior to the related interest payment date, we will pay the first interest
payment on the interest payment date after the next record date. We will pay
interest payments by check or wire transfer, at our option.

For a discussion of our ability to defer interest payments on the Junior
Subordinated Debentures, see Description of Trust Preferred Securities--Option
to Extend Interest Payment Period.

Fixed Rate Junior Subordinated Debentures

A pricing or prospectus supplement will designate the record dates, payment
dates, our ability to defer interest payments and the fixed rate of interest
payable on a Junior Subordinated Debenture. We will pay interest quarterly or
semi-annually, and upon maturity or redemption. Unless an applicable pricing or
prospectus supplement states otherwise, if any payment date falls on a day that
is not a business day, we will pay interest on the next business day and no
additional interest will be paid. Interest payments will be the amount of
interest accrued to, but excluding, each payment date. Interest will be
computed using a 360-day year of twelve 30-day months.

Floating Rate Junior Subordinated Debentures

Each floating rate Junior Subordinated Debenture will have an interest rate
formula. The applicable prospectus supplement or pricing supplement will state
the initial interest rate or interest rate formula on each Junior Subordinated
Debenture effective until the first interest reset date. The applicable pricing
or prospectus supplement will state the method and dates on which the interest
rate will be determined, reset and paid.

Events of Default

The following are events of default under the Subordinated Indenture with
respect to any series of Junior Subordinated Debentures, unless we state
otherwise in the applicable prospectus supplement:

. failure to pay for three business days the principal of (or premium, if
any, on) any Junior Subordinated Debenture of a series when due and
payable;

. failure to pay for 30 days any interest on any Junior Subordinated
Debenture of any series when due and payable;

. failure to perform any other requirements in such Junior Subordinated
Debentures, or in the Subordinated Indenture, for 90 days after notice;

. certain events of our bankruptcy or insolvency; or

. any other event of default specified in a series of Junior Subordinated
Debentures.

An event of default for a particular series of Junior Subordinated
Debentures does not necessarily mean that an event of default has occurred for
any other series of Junior Subordinated Debentures issued under the
Subordinated Indenture. If an event of default occurs and continues, the
Subordinated Indenture Trustee or the holders of at least 33% of the principal
amount of the Junior Subordinated

Debentures of the series affected may require us to repay the entire principal
of the Junior Subordinated Debentures of such series immediately ("Repayment
Acceleration"). In most instances, the holders of at least a majority in
aggregate principal amount of the Junior Subordinated Debentures of the
affected series may rescind a previously triggered Repayment Acceleration.
However, if we cause an event of default because we have failed to pay
(unaccelerated) principal, premium, if any, or interest, Repayment Acceleration
may be rescinded only if we have first cured our default by depositing with the
Subordinated Indenture Trustee enough money to pay all (unaccelerated) past due
amounts and penalties, if any. For a discussion of remedies in the event Junior
Subordinated Debentures are issued to a trust, see Description of Trust
Preferred Securities--Enforcement of Certain Rights by Holders of Trust
Preferred Securities.

The Subordinated Indenture Trustee must within 90 days after a default
occurs, notify the holders of the Junior Subordinated Debentures of the series
of default unless such default has been cured or waived. We are required to
file an annual certificate with the Subordinated Indenture Trustee, signed by
an officer, concerning any default by us under any provisions of the
Subordinated Indenture.

In the case of Junior Subordinated Debentures issued to a trust, a holder of
Trust Preferred Securities may institute a legal proceeding directly against us
without first instituting a legal proceeding against the Property Trustee of
the trust by which those Trust Preferred Securities were issued or any other
person or entity, for enforcement of payment to that holder of principal or
interest on an equivalent amount of Junior Subordinated Debentures of the
related series on or after the due dates specified in those Junior Subordinated
Debentures.

Subject to the provisions of the Subordinated Indenture relating to its
duties in case of default, the Subordinated Indenture Trustee shall be under no
obligation to exercise any of its rights or powers under the Subordinated
Indenture at the request, order or direction of any holders unless such holders
offer the Subordinated Indenture Trustee reasonable indemnity. Subject to the
provisions for indemnification, the holders of a majority in principal amount
of the Junior Subordinated Debentures of any series may direct the time, method
and place of conducting any proceedings for any remedy available to, or
exercising any trust or power conferred on, the Subordinated Indenture Trustee
with respect to such Junior Subordinated Debentures.

Modification of Subordinated Indenture

Under the Subordinated Indenture, our rights and obligations and the rights
of the holders of any Junior Subordinated Debentures may be changed. Any change
affecting the rights of the holders of any series of Junior Subordinated
Debentures requires the consent of the holders of not less than a majority in
aggregate principal amount of the outstanding Junior Subordinated Debentures of
all series affected by the change, voting as one class. However, we cannot
change the terms of payment of principal or interest, or a reduction in the
percentage required for changes or a waiver of default, unless the holder
consents. We may issue additional series of Junior Subordinated Debentures and
take other action that does not affect the rights of holders of any series by
executing supplemental indentures without the consent of any debentureholders.

Consolidation, Merger or Sale

state thereof or the District of Columbia and (ii) expressly assumes the
payment of principal, premium, if any, and interest on the Junior Subordinated
Debentures.

Legal Defeasance

We will be discharged from our obligations on the Junior Subordinated
Debentures of any series at any time if:

. we deliver to the Trustee an opinion of counsel stating that the federal
income tax obligations of debentureholders of that series will not change
as a result of our performing the action described above.

If this happens, the debentureholders of the series will not be entitled to
the benefits of the Subordinated Indenture except for registration of transfer
and exchange of Junior Subordinated Debentures and replacement of lost, stolen
or mutilated Junior Subordinated Debentures.

Covenant Defeasance

We will be discharged from our obligations under any restrictive covenant
applicable to the Junior Subordinated Debentures of a particular series if we
perform both actions described above. See Legal Defeasance. If this happens,
any later breach of that particular restrictive covenant will not result in
Repayment Acceleration. If we cause an event of default apart from breaching
that restrictive covenant, there may not be sufficient money or government
obligations on deposit with the Subordinated Indenture Trustee to pay all
amounts due on the Junior Subordinated Debentures of that series. In that
instance, we would remain liable for such amounts.

Junior Subordinated Debentures issued to a trust will not be subject to
covenant defeasance.

Subordination

Each series of Junior Subordinated Debentures will be subordinate and junior
in right of payment, to the extent set forth in the Subordinated Indenture, to
all Senior Indebtedness as defined below. If:

. we make a payment or distribution of any of our assets to creditors upon
our dissolution, winding-up, liquidation or reorganization, whether in
bankruptcy, insolvency or otherwise;

. a default beyond any grace period has occurred and is continuing with
respect to the payment of principal, interest or any other monetary
amounts due and payable on any Senior Indebtedness; or

. the maturity of any Senior Indebtedness has been accelerated because of a
default on that Senior Indebtedness,

then the holders of Senior Indebtedness generally will have the right to
receive payment, in the case of the first instance, of all amounts due or to
become due upon that Senior Indebtedness, and, in the case of the second and
third instances, of all amounts due on that Senior Indebtedness, or we will
make provision for those payments, before the holders of any Junior
Subordinated Debentures have the right to receive any payments of principal or
interest on their Junior Subordinated Debentures.

"Senior Indebtedness" means, with respect to any series of Junior
Subordinated Debentures, the principal, premium, interest and any other payment
in respect of any of the following:

. all of our indebtedness that is evidenced by notes, debentures, bonds or
other securities we sell for money or other obligations for money
borrowed;

. all indebtedness of others of the kinds described in the preceding
category which we have assumed or guaranteed or which we have in effect
guaranteed through an agreement to purchase, contingent or otherwise; and

. all renewals, extensions or refundings of indebtedness of the kinds
described in either of the preceding two categories.

Any such indebtedness, renewal, extension or refunding, however, will not be
Senior Indebtedness if the instrument creating or evidencing it or the
assumption or Guarantee of it provides that it is not superior in right of
payment to or is equal in right of payment with those Junior Subordinated
Debentures. Senior Indebtedness will be entitled to the benefits of the
subordination provisions in the Subordinated Indenture irrespective of the
amendment, modification or waiver of any term of the Senior Indebtedness.

The Subordinated Indenture does not limit the amount of Senior Indebtedness
that we may issue. As of December 31, 2001, our Senior Indebtedness totaled
approximately $6,252,621,000.

Governing Law

The Subordinated Indenture and Junior Subordinated Debentures of all series
will be governed by the laws of the State of New York.

Concerning the Trustee

We and our affiliates use or will use some of the banking services of the
Subordinated Indenture Trustee in the normal course of business. The
Subordinated Trustee is also the Trustee under the Indenture relating to the
Senior Notes.

DESCRIPTION OF TRUST PREFERRED SECURITIES

Each trust may issue Trust Preferred Securities and Trust Common Securities
under the trust agreement, which we refer to in this prospectus as the Trust
Securities. These Trust Securities will represent undivided beneficial
interests in the assets of the trust. Selected provisions of the trust
agreement are summarized below. This summary is not complete. The form of trust
agreement is filed with the SEC herewith and you should read the trust
agreement for provisions that may be important to you. The trust agreement will
be qualified as an indenture under the Trust Indenture Act. You should also
refer to the Trust Indenture Act for provisions that apply to the Trust
Preferred Securities.

General

Each trust will exist for the exclusive purposes of:

. issuing and selling its Trust Preferred Securities and Trust Common
Securities;

. investing the gross proceeds of the Trust Securities in our Debt
Securities;

. maintaining its status as a grantor trust for federal income tax purposes;

. making distributions; and

. engaging in only those other activities necessary, advisable or
incidental to the purposes listed above.

Our Debt Securities will be the sole assets of each trust, and our payments
under the Debt Securities will be the sole income of each trust. No separate
financial statements of any trust will be included in this prospectus. We
consider that these financial statements would not be material to holders of
the Trust Preferred Securities because no trust would have any independent
operations and the only purposes of each trust are those described above. We do
not expect that any trust will be filing annual, quarterly or special reports
with the SEC. The principal place of business of each trust will be c/o
American Electric Power Company, Inc., 1 Riverside Plaza, Columbus, OH 43215.

Each trust will exist until terminated as provided in its trust agreement.
The trustees of each trust will be:

. two of our employees or officers or two employees or officers of our
affiliates as administrators (the "Administrative Trustees"); and

. Wilmington Trust Company, which will act as Property Trustee and as
indenture trustee for purposes of the Trust Indenture Act (the "Property
Trustee") and for the purpose of complying with the provisions of the
Delaware Business Trust Act, the Delaware Trustee (the "Delaware
Trustee").

The trust agreement will authorize the Administrative Trustees to issue two
classes of Trust Securities: Trust Preferred Securities and Trust Common
Securities. We will own all of the Trust Common Securities issued by each
trust, which will rank equally in right of payment with the Trust Preferred
Securities issued by the respective trust. However, if an event of default
occurs and is continuing under the trust agreement, rights of the holders of
the Trust Common Securities to payment for distributions and otherwise will be
subordinated to the rights of the holders of the Trust Preferred

Securities. We will acquire Trust Common Securities of each trust in a total
liquidation amount of at least three percent of the total capital of the trust.

Proceeds from the sale of both the Trust Preferred Securities and the Trust
Common Securities issued by each trust will be used to purchase our Debt
Securities, which will be held in trust by the Property Trustee for the benefit
of the holders of the Trust Securities issued by the respective trust. We will
guarantee the payments of distributions and payments of redemption or
liquidation with respect to the Trust Preferred Securities issued by each
trust, but only to the extent the respective trust has funds legally available
for and cash sufficient to make those payments and has not made the payments.
See Description of Guarantees below.

Each Guarantee, when taken together with our obligations under the related
Debt Securities, the related indenture and the related trust agreement, will
provide a full and unconditional guarantee of amounts due on the Trust
Preferred Securities issued by the respective trust. The Trust Preferred
Securities will have the terms, including distributions, redemption, voting,
liquidation rights and other rights or restrictions that will be described in
the related trust agreement or made part of it by the Trust Indenture Act or
the Delaware Business Trust Act.

Provisions of a Particular Series

Each Trust may issue only one series of Trust Preferred Securities. The
applicable prospectus supplement will set forth the principal terms of the
Trust Preferred Securities that will be offered, including:

. the name of the Trust Preferred Securities;

. the liquidation amount and number of Trust Preferred Securities issued;

. the annual distribution rate or rates or method of determining such rate
or rates, the payment date or dates and the record dates used to
determine the holders who are to receive distributions;

. whether distributions will be cumulative and, in the case of Trust
Preferred Securities, having cumulative distribution rights, the date
from which distributions will be cumulative;

. the optional redemption provisions, if any, including the prices, time
periods and other terms and conditions on which the Trust Preferred
Securities will be purchased or redeemed, in whole or in part;

. the terms and conditions, if any, upon which the Debt Securities and the
related Guarantee may be distributed to holders of the Trust Preferred
Securities;

. any securities exchange on which the Trust Preferred Securities will be
listed;

. the terms and conditions, if any, upon which the Trust Preferred
Securities may be converted into our securities; and

. any other relevant rights, covenants, preferences, privileges,
limitations or restrictions of the Trust Preferred Securities.

Terms of the Trust Preferred Securities issued by each trust will mirror the
terms of the Debt Securities held by the respective trust. In other words, the
interest rate and interest and other payment dates of each series of Debt
Securities issued to a trust will correspond to the rate at which distributions

will be paid and the distribution and other payment dates of the Trust
Preferred Securities of that trust. The prospectus supplement will also set
forth whether the Debt Securities to be issued to a trust will be Senior Notes
or Junior Subordinated Debentures.

Distributions

The Trust Preferred Securities represent preferred, undivided, beneficial
interests in the assets of the respective trust. The applicable prospectus
supplement will state the annual rate, as a percentage of the liquidation
amount, at which distributions on each Trust Preferred Security will be
payable, the liquidation amount and the dates on which distributions will be
payable.

Each trust will use the proceeds from the issuance and sale of the Trust
Preferred Securities to purchase our Debt Securities. The income of a trust
available for distribution to holders of the Trust Preferred Securities issued
by that trust will be limited to payments under those Debt Securities. If we do
not make payments on the Debt Securities, a trust will not have funds available
to pay distributions or other amounts payable on the Trust Preferred Securities
issued by that trust. The payment of distributions and other amounts payable on
the Trust Preferred Securities issued by a trust, if and to the extent the
trust has funds legally available for and cash sufficient to make such
payments, is guaranteed by us as described herein under Description of
Guarantees.

Option to Accelerate Maturity Date

If, at any time the Debt Securities are held by a trust, we are not able to
deduct the interest payable on the Debt Securities as a result of a Tax Event,
then we have the right to accelerate the stated maturity of the Debt Securities
to the minimum extent required so that interest on the Debt Securities will be
deductible for United States federal income tax purposes. However, the
resulting maturity may not be less than 15 years from the date of the original
issuance. Moreover, we may not accelerate the stated maturity unless we have
received an opinion of counsel to the effect that (1) following acceleration,
interest paid on the Debt Securities will be deductible for United States
federal income tax purposes and (2) the holders of Trust Preferred Securities
will not recognize income, gain or loss for United States federal income tax
purposes as a result of this acceleration and will be subject to United States
federal tax in the same amount, in the same manner and at the same times as
would have been the case if acceleration had not occurred.

Option to Extend Interest Payment Period

If the applicable prospectus supplement so states, we will have the right to
defer the payment of interest on the Debt Securities at any time or from time
to time for a period, which we refer to in this prospectus as an "extension
period," not exceeding 20 consecutive quarterly periods with respect to each
extension period. During each extension period we shall have the right to make
partial payments of interest on the Debt Security on any interest payment date.
At the end of each extension period we shall pay all interest then accrued and
unpaid. No extension period may extend beyond the stated maturity of the Debt
Securities or end on a date other than an interest payment date. As a
consequence of any such deferral, distributions on the Trust Preferred
Securities by a trust will be deferred during any such extension period.
Distributions to which holders of the Trust Preferred Securities are entitled
will accumulate additional distributions at the rate stated in the applicable
prospectus supplement. During an extension period, interest will continue to
accrue and holders of Debt Securities, or holders of Trust Preferred Securities
while outstanding, will be required to accrue original issue discount

income for United States federal income tax purposes. We will provide further
discussion of the accrual of original issue discount in the applicable
prospectus supplement.

Prior to the termination of any extension period, we may further defer the
payment of interest, provided that, unless the applicable prospectus supplement
states otherwise, no extension period may exceed 20 consecutive quarterly
periods or extend beyond the stated maturity of the Debt Securities. Upon the
termination of any extension period and the payment of all amounts then due, we
may elect to begin a new extension period subject to the above conditions. No
interest shall be due and payable during an extension period, except at its
end. We must give the applicable trustee and the Property Trustee notice of our
election of an extension period at least one business day prior to the earlier
of the date the distributions on the Trust Preferred Securities would have been
payable but for the election to begin such extension period and the date the
Property Trustee is required to give notice to holders of the Trust Preferred
Securities of the record date or the date such distributions are payable, but
in any event not less than one business day prior to such record date. The
applicable trustee will give notice of our election to begin a new extension
period to the holders of the Trust Preferred Securities.

Unless the applicable prospectus supplement states otherwise, during any
extended interest period, or for so long as an event of default under the
applicable indenture or any payment default under the Guarantee has occurred
and is continuing, we will not, except in limited circumstances, (1) declare or
pay any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of our capital stock, (2) make any
payment of principal of or interest or premium, if any, on or repay, repurchase
or redeem any Debt Securities of ours that rank equally with, or junior to, the
Debt Securities, or (3) make any guarantee payments with respect to any
guarantee issued by us if such guarantee ranks equally with, or junior to, the
applicable Debt Securities.

Registration, Transfer and Exchange

Unless otherwise indicated in the applicable prospectus supplement, each
series of Trust Preferred Securities will be issued initially in the form of
one or more global securities, in registered form, without coupons, as
described under Book-Entry System. However, if we issue certificates, they will
be issued in the name of the security holder.

Trust Preferred Securities of any series will be exchangeable for other
Trust Preferred Securities of the same series of any authorized denominations
of a like aggregate liquidation amount and tenor. Subject to the terms of the
trust agreement and the limitations applicable to global securities, Trust
Preferred Securities may be presented for exchange or registration of
transfer--duly endorsed or accompanied by a duly executed instrument of
transfer--at the office of the Property Trustee, without service charges but
upon payment of any taxes and other governmental charges as described in the
trust agreement. Such transfer or exchange will be effected upon the Property
Trustee being satisfied with the documents of title and identity of the person
making the request.

The Property Trustee will not be required to issue, register the transfer
of, or exchange any Trust Preferred Securities during a period beginning at the
opening of business 15 days before the day of mailing of a notice of redemption
of any Trust Preferred Securities called for redemption and ending at the close
of business on the day of mailing or register the transfer of, or exchange, any
Trust Preferred Securities selected for redemption except, in the case of any
Trust Preferred Security to be redeemed in part, the portion thereof not to be
so redeemed.

Payment and Paying Agents

Distributions and other payments on Trust Preferred Securities issued in the
form of global securities will be paid in the manner described under Book-Entry
System.

The paying agent initially will be the Property Trustee and any co-paying
agent chosen by the Property Trustee and acceptable to the Administrative
Trustees. If the Property Trustee is no longer the paying agent, the Property
Trustee will appoint a successor, which must be a bank or trust company
reasonably acceptable to the Administrative Trustees, to act as paying agent.
Such paying agent will be permitted to resign as paying agent upon 30 days'
written notice to the Property Trustee and the Administrative Trustees at which
time the paying agent will return all unclaimed funds and all other funds in
its possession to the Property Trustee.

Redemption

Upon the repayment or redemption, in whole or in part, of the Debt
Securities held by a trust, the proceeds shall be applied by the Property
Trustee to redeem a Like Amount, as defined below, of the Trust Securities
issued by that trust, upon not less than 30 nor more than 60 days' notice,
unless otherwise indicated in a prospectus supplement, at a redemption price
equal to the aggregate liquidation amount of the Trust Preferred Securities
plus accumulated but unpaid distributions to but excluding the redemption date
and the related amount of the premium, if any, paid by us upon the concurrent
redemption of the Debt Securities. If less than all the Debt Securities held by
a trust are to be repaid or redeemed on a redemption date, then the proceeds
from the repayment or redemption shall be allocated to the redemption
proportionately of the Trust Preferred Securities and the Trust Common
Securities issued by that trust based on the relative liquidation amounts of
the classes. The amount of premium, if any, paid by us upon the redemption of
all or any part of the Debt Securities held by a trust to be repaid or redeemed
on a redemption date shall be allocated to the redemption proportionately of
the Trust Preferred Securities and the Trust Common Securities issued by that
trust.

Unless the applicable prospectus supplement states otherwise, we will have
the right to redeem the Debt Securities held by a trust:

. on or after the date fixed for redemption as stated in the applicable
prospectus supplement, in whole at any time or in part from time to time;
or

. prior to the date fixed for redemption as stated in the applicable
prospectus supplement, in whole, but not in part, at any time within 90
days following the occurrence and during the continuation of a Tax Event
or an Investment Company Event, each as defined below.

"Like Amount" means:

. with respect to a redemption of Trust Securities, Trust Securities having
a liquidation amount equal to that portion of the principal amount of
Debt Securities to be contemporaneously redeemed in accordance with the
applicable indenture, allocated to the Trust Common Securities and to the
Trust Preferred Securities based upon the relative liquidation amounts of
the classes; and

. with respect to a distribution of Debt Securities to holders of Trust
Securities in connection with a dissolution or liquidation of a trust,
Debt Securities having a principal amount equal to the liquidation amount
of the Trust Securities of the holder to whom the Debt Securities are
distributed.

"Tax Event" means the receipt by a trust of an opinion of counsel to us
experienced in relevant matters to the effect that, as a result of any
amendment to, or change--including any announced prospective change--in, the
laws or any regulations thereunder of the United States or any political
subdivision or taxing authority of or in the United States, or as a result of
any official administrative pronouncement or action or judicial decision
interpreting or applying these laws or regulations, which amendment or change
is effective or which pronouncement or decision is announced on or after the
date of issuance by a trust of Trust Preferred Securities, including, without
limitation, any of the foregoing arising with respect to, or resulting from,
any proposal, proceeding or other action commencing on or before the date of
issuance, there is more than an insubstantial risk that:

. the trust is, or will be within 90 days of the delivery of the opinion,
subject to United States federal income tax with respect to income
received or accrued on the Debt Securities we have issued to that trust;

. interest payable by us on the Debt Securities is not, or within 90 days
of the delivery of the opinion, will not be, deductible by us, in whole
or in part, for United States federal income tax purposes; or

. the trust is, or will be within 90 days of the delivery of the opinion,
subject to more than an insubstantial amount of other taxes, duties or
other governmental charges.

"Investment Company Event" means the receipt by a trust of an opinion of
counsel to us experienced in these matters to the effect that, as a result of
the occurrence of a change in law or regulation or a written change--including
any announced prospective change--in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority, there is more than an insubstantial risk that the trust is or will
be considered an "investment company" that is required to be registered under
the Investment Company Act, which change or prospective change becomes
effective or would become effective, as the case may be, on or after the date
of the issuance by that trust of Trust Preferred Securities.

If and for so long as a trust is the holder of all the Debt Securities
issued by us to that trust, we will pay, with respect to the Debt Securities,
such additional amounts as may be necessary in order that the amount of
distributions then due and payable by a trust on the outstanding Trust
Preferred Securities and Trust Common Securities of a trust will not be reduced
as a result of any additional taxes, duties and other governmental charges to
which that trust has become subject, including as a result of a Tax Event.

Redemption Procedures

Trust Preferred Securities of a trust redeemed on each redemption date shall
be redeemed at the redemption price with the applicable proceeds from the
contemporaneous redemption of the Debt Securities held by that trust.
Redemptions of Trust Preferred Securities shall be made and the redemption
price shall be payable on each redemption date only to the extent that a trust
has funds on hand available for the payment of the redemption price. See also
Subordination of Trust Common Securities.

If a trust gives a notice of redemption in respect of any Trust Preferred
Securities, then, by 12:00 noon, New York City time, on the redemption date, to
the extent funds are available, in the case of Trust Preferred Securities held
in book-entry form, the Property Trustee will deposit irrevocably with the
depository funds sufficient to pay the applicable redemption price and will
give the depository

irrevocable instructions and authority to pay the redemption price to the
holders of the Trust Preferred Securities. With respect to Trust Preferred
Securities not held in book-entry form, the Property Trustee, to the extent
funds are available, will irrevocably deposit with the paying agent for the
Trust Preferred Securities funds sufficient to pay the applicable redemption
price and will give the paying agent irrevocable instructions and authority to
pay the redemption price to the holders upon surrender of their certificates
evidencing the Trust Preferred Securities. Notwithstanding the foregoing,
distributions payable on or prior to the redemption date for any Trust
Preferred Securities called for redemption shall be payable to the holders of
the Trust Preferred Securities on the relevant record dates for the related
distribution dates. If notice of redemption shall have been given and funds
deposited as required, then upon the date of the deposit all rights of the
holders of the Trust Preferred Securities so called for redemption will cease,
except the right of the holders of the Trust Preferred Securities to receive
the redemption price, and any distribution payable in respect of the Trust
Preferred Securities, but without interest on the redemption price, and the
Trust Preferred Securities will cease to be outstanding. In the event that
payment of the redemption price in respect of Trust Preferred Securities called
for redemption is improperly withheld or refused and not paid either by a trust
or by us pursuant to the Guarantee as described under Description of
Guarantees, distributions on the Trust Preferred Securities will continue to
accumulate at the then applicable rate, from the redemption date originally
established by a trust for the Trust Preferred Securities it issues to the date
the redemption price is actually paid, in which case the actual payment date
will be the date fixed for redemption for purposes of calculating the
redemption price.

If less than all the Trust Preferred Securities and Trust Common Securities
are to be redeemed on a redemption date, then the aggregate liquidation amount
of the Trust Preferred Securities and Trust Common Securities to be redeemed
shall be allocated proportionately to the Trust Preferred Securities and the
Trust Common Securities based upon the relative liquidation amounts of the
classes. The particular Trust Preferred Securities to be redeemed shall be
selected on a proportionate basis not more than 60 days prior to the redemption
date by the Property Trustee from the outstanding Trust Preferred Securities
not previously called for redemption, or if the Trust Preferred Securities are
then held in the form of a global Trust Preferred Security, in accordance with
the depository's customary procedures. The Property Trustee shall promptly
notify the securities registrar for the Trust Securities in writing of the
Trust Preferred Securities selected for redemption and, in the case of any
Trust Preferred Securities selected for partial redemption, the liquidation
amount to be redeemed. For all purposes of the trust agreements, unless the
context otherwise requires, all provisions relating to the redemption of Trust
Preferred Securities shall relate, in the case of any Trust Preferred
Securities redeemed or to be redeemed only in part, to the portion of the
aggregate liquidation amount of Trust Preferred Securities which has been or is
to be redeemed.

Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each registered holder of Trust Preferred
Securities to be redeemed at its address appearing on the securities register
for the Trust Securities. Unless we default in payment of the redemption price
on the related Debt Securities, on and after the redemption date interest will
cease to accrue on the Debt Securities or portions of them called for
redemption.

Subordination of Trust Common Securities

If on any distribution date or redemption date a payment event of default
with respect to the underlying Debt Securities has occurred and is continuing,
no payment on or in respect of the related Trust Common Securities shall be
made unless all amounts due in respect of the related Trust Preferred

Securities (including the liquidation amount or redemption price, if
applicable) shall have been paid or payment provided for. All funds immediately
available to the respective Property Trustee shall first be applied to the
payment in full in cash of all distributions on, or redemption price of, the
Trust Preferred Securities then due and payable.

In the case of any event of default under the trust agreement, as defined
below, resulting from an event of default with respect to the underlying Debt
Securities, the holders of Trust Common Securities will be deemed to have
waived any right to act with respect to any event of default under the related
trust agreement until the effects of all events of default with respect to the
related Trust Preferred Securities have been cured, waived or otherwise
eliminated. Until all events of default under the related trust agreement with
respect to the Trust Preferred Securities have been so cured, waived or
otherwise eliminated, the Property Trustee will act solely on behalf of the
holders of the Trust Preferred Securities and not on behalf of the holders of
the Trust Common Securities, and only the holders of the Trust Preferred
Securities will have the right to direct the Property Trustee to act on their
behalf.

Liquidation Distribution Upon Dissolution

In the event of any liquidation of a trust, the applicable prospectus
supplement will state the amount payable on the Trust Preferred Securities
issued by that trust as a dollar amount per Trust Preferred Security plus
accumulated and unpaid distributions to the date of payment, subject to certain
exceptions, which may be in the form of a distribution of the amount in Debt
Securities held by that trust.

The holders of all the outstanding Trust Common Securities of a trust have
the right at any time to dissolve the trust and, after satisfaction of
liabilities to creditors of the trust as provided by applicable law, cause the
Debt Securities held by that trust to be distributed in liquidation of the
trust to the holders of the Trust Preferred Securities and Trust Common
Securities issued by the trust.

Pursuant to the related trust agreement, unless the applicable prospectus
supplement states otherwise, a trust will automatically dissolve upon
expiration of its term or, if earlier, will dissolve on the first to occur of:

. events of bankruptcy, dissolution or liquidation involving us or the
holder of the Trust Common Securities, as specified in the trust
agreement;

. the giving by the holder of the Trust Common Securities issued by the
trust of written direction to the Property Trustee to dissolve the trust,
which direction, subject to the foregoing restrictions, is optional and
wholly within the discretion of the holder of the Trust Common Securities;

. the redemption of all the Trust Preferred Securities issued by the trust
in connection with the repayment or redemption of all the Debt Securities
as described under "Redemption"; and

. the entry of an order for the dissolution of the trust by a court of
competent jurisdiction.

If dissolution of a trust occurs as described in the first, second or fourth
bullet point above, the trust will be liquidated by the Property Trustee as
expeditiously as the Property Trustee determines to be possible by
distributing, after satisfaction of liabilities to creditors of the trust as
provided by applicable law, to the holders of the Trust Securities issued by
the trust a Like Amount of the related Debt Securities. If such distribution is
not practical, or, if a dissolution of a trust occurs as described in

the third bullet point above, the holders will be entitled to receive out of
the assets of the trust available for distribution to holders, after
satisfaction of liabilities to creditors of the trust as provided by applicable
law, an amount equal to, in the case of holders of the Trust Preferred
Securities, the aggregate of the liquidation amount plus accumulated and unpaid
distributions to the date of payment. In this prospectus we refer to this
amount as the "liquidation distribution." If the liquidation distribution can
be paid only in part because the trust has insufficient assets available to pay
in full the aggregate liquidation distribution, then the amounts payable
directly by the trust on its Trust Preferred Securities shall be paid on a
proportionate basis. The holders of the Trust Common Securities issued by the
trust will be entitled to receive distributions upon any liquidation
proportionately with the holders of the Trust Preferred Securities, except that
if a payment event of default has occurred and is continuing on the related
Debt Securities, the Trust Preferred Securities shall have a priority over the
Trust Common Securities. See Subordination of Trust Common Securities.

After the liquidation date is fixed for any distribution of Debt Securities
we have issued to a trust,

. the Trust Preferred Securities issued by that trust will no longer be
deemed to be outstanding,

. the depository or its nominee, as the registered holder of the Trust
Preferred Securities, will receive a registered global certificate or
certificates representing the Debt Securities to be delivered upon the
distribution with respect to the Trust Preferred Securities held by the
depository or its nominee, and

. any certificates representing the Trust Preferred Securities not held by
the depository or its nominee will be deemed to represent the Debt
Securities having a principal amount equal to the stated liquidation
amount of the Trust Preferred Securities and bearing accrued and unpaid
interest in an amount equal to the accumulated and unpaid distributions
on the Trust Preferred Securities until the certificates are presented to
the security registrar for the Trust Securities for transfer or
reissuance.

If we do not redeem the Debt Securities we have issued to a trust prior to
the stated maturity and the trust is not liquidated and the Debt Securities are
not distributed to holders of the Trust Preferred Securities issued by that
trust, the Trust Preferred Securities will remain outstanding until the
repayment of the Debt Securities and the distribution of the liquidation
distribution to the holders of the Trust Preferred Securities.

There can be no assurance as to the market prices for Trust Preferred
Securities or the related Debt Securities that may be distributed in exchange
for Trust Preferred Securities if a dissolution and liquidation of a trust were
to occur. Accordingly, the Trust Preferred Securities that an investor may
purchase, or the related Debt Securities that the investor may receive on
dissolution and liquidation of a trust, may trade at a discount to the price
that the investor paid to purchase the Trust Preferred Securities offered
hereby.

Certain Covenants

In connection with the issuance of Trust Preferred Securities by a trust, we
will agree:

. to continue to hold, directly or indirectly, 100% of the Trust Common
Securities of any trust to which Debt Securities have been issued while
such Debt Securities are outstanding, provided that certain successors
that are permitted pursuant to the applicable indenture may succeed to
our ownership of the Trust Common Securities;

. not to voluntarily dissolve, wind up or liquidate a trust to which Debt
Securities have been issued, other than in connection with a distribution
of Debt Securities to the holders of the Trust Preferred Securities in
liquidation of a trust or in connection with certain mergers,
consolidations or amalgamations permitted by the trust agreements; and

. to use our reasonable efforts, consistent with the terms and provisions
of the trust agreements, to cause each trust to which Debt Securities
have been issued to continue not to be taxable other than as a grantor
trust for United States federal income tax purposes.

Unless the applicable prospectus supplement states otherwise, during any
extended interest period, or for so long as an event of default under the
applicable indenture or any payment default under the preferred security
Guarantee has occurred and is continuing, we will also agree that we will not,
except in limited circumstances, (1) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any of our capital stock, (2) make any payment of principal of
or interest or premium, if any, on or repay, repurchase or redeem any Debt
Securities of ours that rank equally with, or junior to, the Debt Securities,
or (3) make any guarantee payments with respect to any guarantee issued by us
if such guarantee ranks equally with, or junior to, the applicable Debt
Securities, other than, in each case, repurchases, redemptions or other
acquisitions of shares of our:

. capital stock in connection with any employment contract, benefit plan or
other similar arrangement with or for the benefit of any one or more
employees, officers, directors or consultants or in connection with a
dividend reinvestment or shareholder stock purchase plan;

. as a result of an exchange or conversion of any class or series of our
capital stock, or any capital stock of a subsidiary of ours, for any
class or series of our capital stock or of any class or series of our
then outstanding indebtedness for any class or series of our capital
stock;

. the purchase of fractional interests in shares of our capital stock
pursuant to the conversion or exchange provisions of the capital stock or
the security being converted or exchanged;

. payments under any Guarantee executed and delivered by us concurrently
with the issuance of any Trust Preferred Securities;

. any declaration of a dividend in the form of capital stock in connection
with any shareholders' rights plan, or the issuance of rights to capital
stock under any shareholders' rights plan, or the redemption or
repurchase of rights pursuant to any such plan; or

. any dividend in the form of stock, warrants, options or other rights
where the dividend stock or the stock issuable upon exercise of the
warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks on a parity with or junior to the stock,

if at such time

. we have actual knowledge of any event that (a) with the giving of notice
or the lapse of time, or both, would constitute an event of default under
the applicable indenture, and (b) we have not taken reasonable steps to
cure the same;

. we are in default with respect to our payment of any obligations under
any Guarantee executed and delivered by us concurrently with the issuance
of any Trust Preferred Securities; or

. an extension period is continuing.

We will also agree that, if and for so long as a trust is the holder of all
Debt Securities issued by us in connection with the issuance of Trust Preferred
Securities by that trust and that trust is required to

pay any additional taxes, duties or other governmental charges, including in
connection with a Tax Event, we will pay as additional sums on the Debt
Securities the amounts that may be required so that the distributions payable
by that trust will not be reduced as a result of any additional taxes, duties
or other governmental charges.

Events of Default

Any one of the following events constitutes an event of default with respect
to the Trust Preferred Securities issued by a trust under the related trust
agreement:

. default by the trust in the payment of any distribution when it becomes
due and payable, and continuation of the default for a period of 30 days;

. default by the trust in the payment of any redemption price of any trust
security issued by that trust when it becomes due and payable;

. default in the performance, or breach, in any material respect, of any
covenant or warranty of the Property Trustee and the Delaware Trustee in
the trust agreement, other than as described above, and continuation of
the default or breach for a period of 60 days after there has been given,
by registered or certified mail, to the appropriate trustees and to us by
the holders of at least 33% in aggregate liquidation amount of the
outstanding Trust Preferred Securities, a written notice specifying the
default or breach and requiring it to be remedied and stating that the
notice is a "Notice of Default" under the trust agreement;

. the occurrence of an event of default under the applicable indenture
relating to the Debt Securities held by a trust (see Description of the
Senior Notes--Events of Default and Description of the Junior
Subordinated Debentures--Events of Default);

. the occurrence of certain events of bankruptcy or insolvency with respect
to the Property Trustee or all or substantially all of its property if a
successor Property Trustee has not been appointed within 90 days of the
occurrence; or

. the occurrence of certain events of bankruptcy or insolvency with respect
to the trust.

Within five business days after the occurrence of certain events of default
actually known to the respective Property Trustee, the Property Trustee will
transmit notice of the event of default to the respective holders of Trust
Securities and the respective Administrative Trustees, unless the event of
default has been cured or waived. Within five business days after the receipt
of notice that we intend to exercise our right under the applicable indenture
to defer the payment of interest on the related Debt Securities, the Property
Trustee must notify the holders and the Administrative Trustees that we intend
to defer these interest payments, unless we have revoked our determination to
do so.

The applicable trust agreement includes provisions as to the duties of the
Property Trustee in case an event of default occurs and is continuing.
Consistent with these provisions, the Property Trustee will be under no
obligation to exercise any of its rights or powers at the request or direction
of any of the holders unless those holders have offered to the Property Trustee
reasonable indemnity. Subject to these provisions for indemnification, the
holders of a majority in liquidation amount of the related outstanding Trust
Preferred Securities may direct the time, method and place of conducting any
proceeding for any remedy available to the Property Trustee, or exercising any
trust or power conferred on the Property Trustee, with respect to the related
Trust Preferred Securities.

The holders of at least a majority in aggregate liquidation amount of the
outstanding Trust Preferred Securities issued by a trust may waive any past
default under the applicable trust agreement except:

. a default in the payment of any distribution when it becomes due and
payable or any redemption price;

. a default with respect to certain covenants and provisions of the
applicable trust agreement that cannot be modified or amended without
consent of the holder of each outstanding Trust Preferred Security; and

. a default under the applicable indenture that the holders of a majority
in liquidation amount of the Trust Preferred Securities would not be
entitled to waive under the applicable trust agreement.

If an event of default under the applicable indenture has occurred and is
continuing as a result of any failure by us to pay any amounts when due in
respect of the related Debt Securities issued by us to a trust, the related
Trust Preferred Securities will have a preference over the related Trust Common
Securities with respect to payments of any amounts in respect of the Trust
Preferred Securities as described above. See Subordination of Trust Common
Securities, Liquidation Distribution Upon Dissolution, Description of the
Senior Notes--Events of Default and Description of Junior Subordinated
Debentures--Events of Default.

We must furnish annually to each Property Trustee a statement by an
appropriate officer as to that officer's knowledge of our compliance with all
conditions and covenants under the respective trust agreement. Also, the
Administrative Trustees for each trust must file, on behalf of the respective
trust, a statement as to our compliance with all conditions and covenants under
the respective trust agreement.

Voting Rights; Amendment of Trust Agreement

Except as provided below and under Resignation, Removal of Property Trustee
and Delaware Trustee; Appointment of Successors and Description of
Guarantees--Amendments and Assignment and as otherwise required by law and the
applicable trust agreement, the holders of the Trust Preferred Securities
issued by a trust will have no voting rights.

The trust agreement applicable to a trust may be amended from time to time
by the holders of a majority in liquidation amount of its Trust Common
Securities and the respective Property Trustee, without the consent of the
holders of the Trust Preferred Securities issued by the trust:

. to cure any ambiguity, correct or supplement any provisions in the trust
agreements that may be inconsistent with any other provision, or to make
any other provisions with respect to matters or questions arising under
the trust agreements, provided that any such amendment does not adversely
affect in any material respect the interests of any holder of Trust
Securities;

. to facilitate the tendering, remarketing and settlement of the Trust
Preferred Securities, as contemplated in the trust agreement;

. to modify, eliminate or add to any provisions of the trust agreements to
the extent as may be necessary to ensure that a trust will not be taxable
other than as a grantor trust for United States federal income tax
purposes at any time that any Trust Securities are outstanding or to
ensure that a trust will not be required to register as an "investment
company" under the Investment Company Act; or

. to reflect the appointment of a successor trustee.

The trust agreement may be amended by the holders of a majority in aggregate
liquidation amount of the Trust Common Securities and the Property Trustee with
the consent of holders representing not less than a majority in aggregate
liquidation amount of the outstanding Trust Preferred Securities and receipt by
the Property Trustee and the Delaware Trustee of an opinion of counsel to the
effect that the amendment or the exercise of any power granted to the trustees
in accordance with the amendment will not affect the trust's not being taxable
other than as a grantor trust for United States federal income tax purposes or
the trust's exemption from status as an "investment company" under the
Investment Company Act.

Without the consent of each holder of Trust Preferred Securities affected by
the amendment or related exercise of power, the trust agreement applicable to a
trust may not be amended to change the amount or timing of any distribution on
the Trust Securities or otherwise adversely affect the amount of any
distribution required to be made in respect of the Trust Securities as of a
specified date or restrict the right of a holder of Trust Securities to
institute suit for the enforcement of any payment due.

So long as any Debt Securities are held by a trust, the respective Property
Trustee will not:

. direct the time, method and place of conducting any proceeding for any
remedy available to the trustee for the Debt Securities under the related
indenture, or execute any trust or power conferred on the Property
Trustee with respect to the related Debt Securities;

. waive any past default that is waivable under the applicable indenture;

. exercise any right to rescind or annul a declaration that the Debt
Securities shall be due and payable; or

. consent to any amendment, modification or termination of the applicable
indenture or the related Debt Securities, where consent shall be required;

without, in each case, obtaining the prior approval of the holders of at least
a majority in aggregate liquidation amount of the Trust Preferred Securities,
except that, if a consent under the applicable indenture would require the
consent of each holder of Debt Securities affected by the consent, no consent
will be given by the Property Trustee without the prior written consent of each
holder of the Trust Preferred Securities.

A Property Trustee may not revoke any action previously authorized or
approved by a vote of the holders of the Trust Preferred Securities issued by
its respective trust except by subsequent vote of the holders of the Trust
Preferred Securities. The Property Trustee will notify each holder of Trust
Preferred Securities of any notice of default with respect to the Debt
Securities. In addition, before taking any of the foregoing actions, the
Property Trustee will obtain an opinion of counsel experienced in relevant
matters to the effect that the trust will not be taxable other than as a
grantor trust for United States federal income tax purposes on account of the
action.

Any required approval of holders of Trust Preferred Securities issued by a
trust may be given at a meeting of holders of those Trust Preferred Securities
convened for the purpose or pursuant to written consent. The Property Trustee
will cause a notice of any meeting at which holders of Trust Preferred
Securities are entitled to vote, or of any matter upon which action by written
consent of the holders is to be taken, to be given to each registered holder of
Trust Preferred Securities in the manner set forth in the applicable trust
agreement.

No vote or consent of the holders of Trust Preferred Securities issued by a
trust will be required to redeem and cancel those Trust Preferred Securities in
accordance with the applicable trust agreement. See above under Redemption.

Notwithstanding that holders of Trust Preferred Securities issued by a trust
are entitled to vote or consent under any of the circumstances described above,
any of those Trust Preferred Securities that are owned by us, the respective
Property Trustee or Delaware Trustee, or any affiliate of us or either trustee,
will, for purposes of the vote or consent, be treated as if they were not
outstanding.

Enforcement of Certain Rights by Holders of Trust Preferred Securities

If an event of default has occurred and is continuing under the applicable
indenture, and the trustee for the related Debt Securities and the holders of
those Debt Securities have failed to declare the principal due and payable, the
holders of at least 33% in aggregate liquidation amount of the related
outstanding Trust Preferred Securities shall have this right.

If an event of default has occurred and is continuing under a trust
agreement and the event is attributable to our failure to pay any amounts
payable in respect of Debt Securities on the date the amounts are otherwise
payable, a registered holder of Trust Preferred Securities may institute a
direct action against us for enforcement of payment to the holder of an amount
equal to the amount payable in respect of Debt Securities having a principal
amount equal to the aggregate liquidation amount of the Trust Preferred
Securities held by the holder, which we refer to in this discussion as a
"Direct Action". We will have the right under the applicable indenture to
set-off any payment made to the holders of Trust Preferred Securities by us in
connection with a Direct Action.

We may not amend the applicable indenture to remove the foregoing right to
bring a Direct Action without the prior written consent of the holders of all
the Trust Preferred Securities. Furthermore, so long as any of the Trust
Preferred Securities are outstanding:

. no modification of the applicable indenture may be made that adversely
affects the holders of the Trust Preferred Securities in any material
respect,

. no termination of the applicable indenture may occur and

. no waiver of any event of default or compliance with any covenant under
the applicable indenture may be effective,

without the prior consent of the holders of at least a majority of the
aggregate liquidation amount of the outstanding Trust Preferred Securities
unless and until the principal of, accrued and unpaid interest on and premium,
if any, on the related Debt Securities have been paid in full and certain other
conditions are satisfied.

With certain exceptions, the holders of the Trust Preferred Securities would
not be able to exercise directly any remedies available to the holders of the
Debt Securities except under the circumstances described in this section.

Resignation, Removal of Property Trustee and Delaware Trustee; Appointment of
Successors

The Property Trustee or the Delaware Trustee of a trust may resign at any
time by giving written notice to us or may be removed at any time by an action
of the holders of a majority in liquidation amount of that trust's outstanding
Trust Preferred Securities delivered to the trustee to be removed and to us. No
resignation or removal of either of the trustees and no appointment of a
successor trustee will become effective until a successor trustee accepts
appointment in accordance with the requirements of the trust agreement. So long
as no event of default or event that would become an event of default has
occurred and is continuing, and except with respect to a trustee appointed by
an action of the holders, if we have delivered to either the Property Trustee
or the Delaware Trustee a resolution of our board of directors appointing a
successor trustee and the successor trustee has accepted the appointment in
accordance with the terms of the trust agreement, the Property Trustee or the
Delaware Trustee, as the case may be, will be deemed to have resigned and the
successor trustee will be deemed to have been appointed as trustee in
accordance with the trust agreement.

Mergers, Consolidations, Amalgamations or Replacements of a Trust

A trust may not merge with or into, consolidate, amalgamate, or be replaced
by, or convey, transfer or lease its properties and assets substantially as an
entirety to any entity, except as described below or as otherwise set forth in
the applicable trust agreement. A trust may, at the request of the holders of
its Trust Common Securities and with the consent of the holders of at least a
majority in aggregate liquidation amount of its outstanding Trust Preferred
Securities, merge with or into, consolidate, amalgamate, or be replaced by or
convey, transfer or lease its properties and assets substantially as an
entirety to a trust organized as such under the laws of any state, so long as:

. the successor entity either expressly assumes all the obligations of the
trust with respect to its Trust Preferred Securities or substitutes for
the Trust Preferred Securities other securities having substantially the
same terms as the Trust Preferred Securities, which we refer to in this
prospectus as the successor securities, so long as the successor
securities have the same priority as the Trust Preferred Securities with
respect to distributions and payments upon liquidation, redemption and
otherwise;

. a trustee of the successor entity, possessing the same powers and duties
as the Property Trustee, is appointed to hold the related Debt Securities;

. the merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not cause the Trust Preferred Securities,
including any successor securities, to be downgraded by any nationally
recognized statistical rating organization;

. the Trust Preferred Securities or any successor securities are listed or
quoted, or any successor securities will be listed or quoted upon
notification of issuance, on any national securities exchange or with
another organization on which the Trust Preferred Securities are then
listed or quoted;

. the merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not adversely affect the rights, preferences and
privileges of the holders of the Trust Preferred Securities, including
any successor securities, in any material respect;

. the successor entity has a purpose substantially identical to that of the
trust;

. prior to the merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, the Property Trustee has received an
opinion from independent counsel experienced in relevant matters to the
effect that such transaction does not adversely affect the rights,
preferences and privileges of the holders of the Trust Preferred
Securities, including any successor securities, in any material respect
and following such transaction, neither the trust nor the successor
entity will be required to register as an investment company under the
Investment Company Act; and

. we or any permitted successor or assignee owns all the Trust Common
Securities of the successor entity and guarantees the obligations of the
successor entity under the successor securities at least to the extent
provided by the applicable Guarantee.

Notwithstanding the foregoing, a trust may not, except with the consent of
holders of 100% in aggregate liquidation amount of the Trust Preferred
Securities, consolidate, amalgamate, merge with or into, or be replaced by or
convey, transfer or lease its properties and assets substantially as an
entirety to, any other entity or permit any other entity to consolidate,
amalgamate, merge with or into, or replace it if the consolidation,
amalgamation, merger, replacement, conveyance, transfer or lease would cause
the trust or the successor entity to be taxable other than as a grantor trust
for United States federal income tax purposes.

Information Concerning the Property Trustees

Each Property Trustee, other than during the occurrence and continuance of
an event of default, undertakes to perform only the duties as are specifically
set forth in the applicable trust agreement and, after an event of default,
must exercise the same degree of care and skill as a prudent person would
exercise or use in the conduct of his or her own affairs. Subject to this
provision, each Property Trustee is under no obligation to exercise any of the
powers vested in it by the trust agreements at the request of any holder of
Trust Preferred Securities issued by the respective trust unless it is offered
reasonable indemnity against the costs, expenses and liabilities that might be
incurred by exercising these powers.

Concerning the Property Trustee

We and our affiliates use or will use some of the services of the Property
Trustee in the normal course of business.

Miscellaneous

The Administrative Trustees and the Property Trustee relating to each trust
are authorized and directed to conduct the affairs of and to operate the trust
in such a way that the trust will not be deemed to be an "investment company"
required to be registered under the Investment Company Act or taxable other
than as a grantor trust for United States federal income tax purposes and so
that the Debt Securities held by that trust will be treated as indebtedness of
ours for United States federal income tax purposes. In this regard, each
Property Trustee and the holders of Trust Common Securities issued by the
respective trust are authorized to take any action, not inconsistent with
applicable law, the certificate of trust of the trust or the applicable trust
agreement, that the Property Trustee and the holders of Trust Common Securities
determine in their discretion to be necessary or desirable for these purposes,
as long as this action does not materially adversely affect the interests of
the holders of the Trust Preferred Securities.

Holders of the Trust Preferred Securities have no preemptive or similar
rights.

A trust may not borrow money or issue debt or mortgage or pledge any of its
assets.

Governing Law

The trust agreement and the Trust Preferred Securities will be governed by
Delaware law.

DESCRIPTION OF GUARANTEES

Each Guarantee will be executed and delivered by us concurrently with the
issuance of Trust Preferred Securities by a trust for the benefit of the
holders from time to time of the Trust Preferred Securities. We will appoint
The Bank of New York as Guarantee Trustee under each Guarantee. Each Guarantee
Trustee will hold the respective Guarantee for the benefit of the holders of
the Trust Preferred Securities issued by the related trust. Each Guarantee will
be qualified as an indenture under the Trust Indenture Act of 1939. We have
summarized below certain provisions of the Guarantees. This summary does not
purport to be complete and is subject to, and qualified in its entirety by
reference to, all the provisions of the Guarantee, including the definitions in
the Guarantee of certain terms. The form of guarantee agreement will be filed
as an exhibit to the registration statement of which this prospectus is a part.

General

Unless otherwise provided in a prospectus supplement, we will fully and
unconditionally agree, to the extent described herein, to pay the Guarantee
payments, as defined below, to the holders of the Trust Preferred Securities
issued by each trust, as and when due, regardless of any defense, right of
set-off or counterclaim that a trust may have or assert other than the defense
of payment. The following payments with respect to the Trust Preferred
Securities, to the extent not paid or made by or on behalf of the respective
trust, which payments we refer to in this discussion as the "Guarantee
payments," will be subject to the respective Guarantee:

. any accumulated and unpaid distributions required to be paid on the Trust
Preferred Securities, to the extent that the trust has funds on hand
available therefor;

. the redemption price with respect to any Trust Preferred Securities
called for redemption, to the extent that the trust has funds on hand
available therefor; and

. upon a voluntary or involuntary dissolution, winding up or liquidation of
the trust, unless the related Debt Securities are distributed to holders
of the Trust Preferred Securities, the lesser of:

(1) the aggregate of the liquidation amount and all accumulated and unpaid
distributions to the date of payment, to the extent that the trust has funds on
hand available therefor; and

(2) the amount of assets of the trust remaining available for distribution
to holders of the Trust Preferred Securities on liquidation of the trust.

Our obligation to make a Guarantee payment may be satisfied by direct
payment of the required amounts by us to the holders of the Trust Preferred
Securities or by causing the trust to pay these amounts to the holders.

Each Guarantee will be an irrevocable guarantee of the obligations of the
respective trust under its Trust Preferred Securities, but will apply only to
the extent that the trust has funds sufficient to make these payments.

If we do not make payments on the Debt Securities held by a trust, the trust
will not be able to pay any amounts payable in respect of its Trust Preferred
Securities and will not have funds legally available for these payments. The
applicable prospectus supplement will describe the ranking of the Guarantee.
See Status of the Guarantees. The Guarantees do not limit our incurrence or
issuance of other secured or unsecured debt, including Senior Indebtedness,
whether under the applicable indenture, any other indenture that we may enter
into in the future or otherwise.

We will enter into an agreement as to expenses and liabilities with each
trust to provide funds to such trust as needed to pay obligations of the trust
to parties other than the holders of the Trust Preferred Securities. We have,
through the Guarantees, the trust agreements, the agreements as to expenses and
liabilities, the applicable Debt Securities and the related indenture, taken
together, fully, irrevocably and unconditionally guaranteed all of each trust's
obligations under its Trust Preferred Securities. No single document standing
alone or operating in conjunction with fewer than all the other documents
constitutes the Guarantee. It is only the combined operation of these documents
that has the effect of providing a full, irrevocable and unconditional
guarantee of each trust's obligations in respect of its Trust Preferred
Securities. See Relationship Among Trust Preferred Securities, Debt Securities
and Guarantees.

Status of the Guarantees

Each Guarantee will constitute an unsecured obligation of ours. The
applicable prospectus supplement will describe the ranking of each Guarantee.

Each Guarantee will constitute a guarantee of payment and not of collection;
specifically, the Guaranteed party may institute a legal proceeding directly
against the guarantor to enforce its rights under the Guarantee without first
instituting a legal proceeding against any other person or entity. Each
Guarantee will be held by the respective Guarantee Trustee for the benefit of
the holders of the related Trust Preferred Securities. A Guarantee will not be
discharged except by payment of the applicable Guarantee payments in full to
the extent not paid or distributed by the respective trust.

Amendments and Assignment

Except with respect to any changes that do not materially adversely affect
the rights of holders of the related Trust Preferred Securities, in which case
no vote will be required, a Guarantee may not be amended without the prior
approval of the holders of not less than a majority of the aggregate
liquidation amount of the related Trust Preferred Securities. The manner of
obtaining this type of approval will be as set forth under Description of Trust
Preferred Securities--Voting Rights; Amendment of Trust Agreement. All
Guarantees and agreements contained in each Guarantee shall bind the
successors, assigns, receivers, trustees and representatives of ours and shall
inure to the benefit of the holders of the related Trust Preferred Securities
then outstanding.

Events of Default

An event of default under a Guarantee will occur upon our failure to perform
any of our payment obligations under the Guarantee, or to perform any other
obligation if such default remains unremedied for 30 days.

The holders of not less than a majority in aggregate liquidation amount of
the related Trust Preferred Securities have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Guarantee Trustee in respect of the Guarantee or to direct the exercise of any
trust or power conferred upon the Guarantee Trustee under the Guarantee. Any
registered holder of Trust Preferred Securities may institute a legal
proceeding directly against us to enforce its rights under the related
Guarantee without first instituting a legal proceeding against the related
trust, the Guarantee Trustee or any other person or entity.

We, as guarantor, are required to file annually with each Guarantee Trustee
a certificate as to whether or not we are in compliance with all the conditions
and covenants applicable to us under each Guarantee.

Consolidation, Merger, Sale of Assets and Other Transactions

We may merge or consolidate with any entity or sell substantially all of our
assets as an entirety as long as the successor or purchaser (i) is organized
and existing under the laws of the United States, any state thereof or the
District of Columbia, (ii) expressly assumes our obligations under the
Guarantee and (iii) immediately after giving effect thereto no event of default
under the Guarantee and no event which after notice or lapse of time or both,
would become an event of default under the Guarantee has happened and is
continuing.

Information Concerning the Guarantee Trustee

The Guarantee Trustee, other than during the occurrence and continuance of a
default by us in performance of the Guarantee, undertakes to perform only such
duties as are specifically set forth in the guarantee agreement. After a
default with respect to the Guarantee, the Guarantee Trustee must exercise the
same degree of care and skill as a prudent person would exercise or use in the
conduct of his or her own affairs. Subject to this provision, the Guarantee
Trustee is under no obligation to exercise any of the powers vested in it by
the guarantee agreement at the request of any holder of the Trust Preferred
Securities unless it is offered reasonable indemnity against the costs,
expenses and liabilities that it might thereby incur.

Termination of the Guarantees

Each Guarantee will terminate and be of no further force and effect upon
full payment of the redemption price of the related Trust Preferred Securities,
upon full payment of the amounts payable with respect to the Trust Preferred
Securities upon liquidation of the respective trust and upon distribution of
the related Debt Securities to the holders of the Trust Preferred Securities.
Each Guarantee will continue to be effective or will be reinstated, as the case
may be, if at any time any holder of the related Trust Preferred Securities
must restore payment of any sums paid under the Trust Preferred Securities or
the Guarantee.

Governing Law

Each Guarantee will be governed by New York law.

Concerning the Trustee

We and our affiliates use or will use some of the banking services of the
Guarantee Trustee in the normal course of business.

DESCRIPTION OF THE STOCK PURCHASE CONTRACTS AND
THE STOCK PURCHASE UNITS

We may issue Stock Purchase Contracts representing contracts obligating
holders to purchase from us and we may sell to the holders, a specified number
of shares of common stock (or a range of numbers of shares pursuant to a
predetermined formula) at a future date or dates. The price per share of common
stock may be fixed at the time the Stock Purchase Contracts are issued or may
be determined by reference to a specific formula set forth in the Stock
Purchase Contracts.

The Stock Purchase Contracts may be issued separately or as a part of units,
often known as Stock Purchase Units, consisting of a Stock Purchase Contract
and either Debt Securities or debt obligations of third parties, including U.S.
Treasury securities or Trust Preferred Securities securing the holder's
obligations to purchase the common stock under the Stock Purchase Contracts.

The Stock Purchase Contracts may require us to make periodic payments to the
holders of the Stock Purchase Units or vice versa, and such payments may be
unsecured or prefunded on some basis. The Stock Purchase Contracts may require
holders to secure their obligations in a specified manner and in certain
circumstances we may deliver newly issued prepaid Stock Purchase Contracts,
often known as prepaid securities, upon release to a holder of any collateral
securing such holder's obligations under the original Stock Purchase Contract.

The applicable prospectus supplement will describe the terms of any Stock
Purchase Contracts or Stock Purchase Units and, if applicable, prepaid
securities. The description in the applicable prospectus supplement will not
necessarily contain all of information that you may find useful. For more
information, you should review the Stock Purchase Contracts, the collateral
arrangements and depositary arrangements, if applicable, relating to such Stock
Purchase Contracts or Stock Purchase Units and, if applicable, the prepaid
securities and the document pursuant to which the prepaid securities will be
issued. These documents will be filed with the SEC promptly after the offering
of such Stock Purchase Contracts or Stock Purchase Units and, if applicable,
prepaid securities.

RELATIONSHIP AMONG TRUST PREFERRED SECURITIES, DEBT SECURITIES AND GUARANTEES

Full and Unconditional Guarantee

Payments of distributions and other amounts due on the Trust Preferred
Securities issued by a trust, to the extent the trust has funds available for
the payment, are irrevocably Guaranteed by us as and to the extent set forth
under Description of Guarantees. Taken together, our obligations under the
related Debt Securities, the applicable indenture, an agreement as to expenses
and liabilities, the related trust agreement and the related Guarantee provide,
in the aggregate, a full, irrevocable and unconditional Guarantee of payments
of distributions and other amounts due on the Trust Preferred Securities issued
by a trust. No single document standing alone or operating in conjunction with
fewer than all the other documents constitutes the Guarantee. It is only the
combined operation of these documents that has the effect of providing a full,
irrevocable and unconditional Guarantee of each trust's obligations in respect
of the related Trust Preferred Securities. If and to the extent that we do not
make payments on the Debt Securities issued to a trust, the trust will not have
sufficient funds to pay distributions or other amounts due on its Trust
Preferred Securities. A Guarantee does not cover payment of amounts payable
with respect to the Trust Preferred Securities issued by a trust when the trust
does not have sufficient funds to pay these amounts. In this event, the remedy
of a holder of the Trust Preferred Securities is to institute a legal
proceeding directly against us for enforcement of payment of our obligations
under Debt Securities having a principal amount equal to the liquidation amount
of the Trust Preferred Securities held by the holder.

Sufficiency of Payments

As long as payments are made when due on the Debt Securities issued to a
trust, these payments will be sufficient to cover distributions and other
payments distributable on the Trust Preferred Securities issued by that trust,
primarily because:

. the aggregate principal amount of the Debt Securities will be equal to
the sum of the aggregate stated liquidation amount of the Trust Preferred
Securities and Trust Common Securities;

. the interest rate and interest and other payment dates on the Debt
Securities will match the distribution rate, distribution dates and other
payment dates for the Trust Preferred Securities;

. we will pay for any and all costs, expenses and liabilities of the trust
except the trust's obligations to holders of the related Trust
Securities; and

. the applicable trust agreement further provides that the trust will not
engage in any activity that is not consistent with the limited purposes
of the trust.

Notwithstanding anything to the contrary in the applicable indenture, we
have the right to set-off any payment we are otherwise required to make under
that indenture against and to the extent we have previously made, or are
concurrently on the date of the payment making, a payment under a Guarantee.

Enforcement Rights of Holders of Trust Preferred Securities

Under the circumstances set forth under Description of Trust Preferred
Securities--Enforcement of Certain Rights by Holders of Trust Preferred
Securities, holders of Trust Preferred Securities may bring a Direct Action
against us.

A holder of any Trust Preferred Security may institute a legal proceeding
directly against us to enforce its rights under the related Guarantee without
first instituting a legal
proceeding against the related Guarantee Trustee, the related trust or any
other person or entity. See Description of Guarantees.

Limited Purpose of Trust

The Trust Preferred Securities issued by a trust represent preferred
undivided beneficial interests in the assets of the trust, and the trust exists
for the sole purpose of issuing its Trust Preferred Securities and Trust Common
Securities and investing the proceeds of these Trust Securities in Debt
Securities. A principal difference between the rights of a holder of a Trust
Preferred Security and a holder of a debt security is that a holder of a debt
security is entitled to receive from us payments on Debt Securities held, while
a holder of Trust Preferred Securities is entitled to receive distributions or
other amounts distributable with respect to the Trust Preferred Securities from
a trust, or from us under a Guarantee, only if and to the extent the trust has
funds available for the payment of the distributions.

Rights Upon Dissolution

Upon any voluntary or involuntary dissolution of a trust, other than any
dissolution involving the distribution of the related Debt Securities, after
satisfaction of liabilities to creditors of the trust as required by applicable
law, the holders of the Trust Preferred Securities issued by the trust will be
entitled to receive, out of assets held by the trust, the liquidation
distribution in cash. See Description of Trust Preferred
Securities--Liquidation Distribution Upon Dissolution. Since we are the
guarantor under each of the Guarantees and have agreed to pay for all costs,
expenses and liabilities of each trust, other than each trust's obligations to
the holders of the respective Trust Securities, the positions of a holder of
Trust Preferred Securities and a holder of Debt Securities relative to other
creditors and to our shareholders in the event of our liquidation or bankruptcy
are expected to be substantially the same.

BOOK-ENTRY SYSTEM

Unless otherwise stated in a prospectus supplement, book-entry securities of
a series will be issued in the form of a global security that the Trustee will
deposit with The Depository Trust Company, New York, New York ("DTC"). This
means that we will not issue security certificates to each holder. One or more
global securities will be issued to DTC who will keep a computerized record of
its participants (for example, your broker) whose clients have purchased the
securities. The participant will then keep a record of its clients who
purchased the securities. Unless it is exchanged in whole or in part for a
certificate, a global security may not be transferred, except that DTC, its
nominees, and their successors may transfer a global security as a whole to one
another.

Beneficial interests in global securities will be shown on, and transfers of
global securities will be made only through, records maintained by DTC and its
participants.

DTC has provided us the following information: DTC is a limited-purpose
trust company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, a member of the
United States Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered under the provisions of Section 17A of the Securities Exchange Act
of 1934. DTC holds securities that its participants ("Direct Participants")
deposit with DTC. DTC also records the settlement among Direct Participants of
securities transactions, such as transfers and pledges, in deposited securities
through computerized records for Direct Participant's accounts. This eliminates
the need to exchange security certificates. Direct Participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations.

Other organizations such as securities brokers and dealers, banks and trust
companies that work through a Direct Participant also use DTC's book-entry
system. The rules that apply to DTC and its participants are on file with the
SEC.

A number of its Direct Participants and the New York Stock Exchange, Inc.,
The American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. own DTC.

We will wire principal and interest payments to DTC's nominee. We and the
applicable trustee will treat DTC's nominee as the owner of the global
securities for all purposes. Accordingly, we, the trustee and any paying agent
will have no direct responsibility or liability to pay amounts due on the
global securities to owners of beneficial interests in the global securities.

It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit Direct Participants' accounts on the payment date according
to their respective holdings of beneficial interests in the global securities
as shown on DTC's records. In addition, it is DTC's current practice to assign
any consenting or voting rights to Direct Participants whose accounts are
credited with securities on a record date. The customary practices between the
participants and owners of beneficial interests will govern payments by
participants to owners of beneficial interests in the global securities and
voting by participants, as is the case with securities held for the account of
customers registered in "street name." However, payments will be the
responsibility of the participants and not of DTC, the Trustee or us.

According to DTC, the foregoing information with respect to DTC has been
provided to the Direct Participants and other members of the financial
community for informational purposes only and is not intended to serve as a
representation, warranty or contract modification of any kind.

Securities represented by a global certificate will be exchangeable for
definitive securities with the same terms in authorized denominations only if:

. DTC notifies us that it is unwilling or unable to continue as depositary
or if DTC ceases to be a clearing agency registered under applicable law
and a successor depositary is not appointed by us within 90 days; or

. we determine not to require all of the securities of a series to be
represented by a global security and notify the Trustee of our decision.

PLAN OF DISTRIBUTION

We may sell the securities (a) through agents; (b) through underwriters or
dealers; or (c) directly to one or more purchasers.

By Agents

Securities may be sold on a continuing basis through agents designated by
us. The agents will agree to use their reasonable efforts to solicit purchases
for the period of their appointment.

The applicable prospectus supplement will set forth the terms under which
the securities are offered, including the name or names of any underwriters,
the purchase price of the securities and the proceeds to us from the sale, any
underwriting discounts and other items constituting underwriters' compensation,
any initial offering price and any discounts, commissions or concessions
allowed or reallowed or paid to dealers.

Any initial offering price and any discounts, concessions or commissions
allowed or reallowed or paid to dealers may be changed from time to time.

The Agents will not be obligated to make a market in the securities. We
cannot predict the amount of trading or liquidity of the securities.

By Underwriters

If underwriters are used in the sale, the underwriters will acquire the
securities for their own account. The underwriters may resell the securities 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
obligations of the underwriters to purchase the securities will be subject to
certain conditions. The underwriters will be obligated to purchase all the
securities offered if any are purchased. Any initial public offering price and
any discounts or concessions allowed or re-allowed or paid to dealers may be
changed from time to time.

Direct Sales

We may also sell securities directly. In this case, no underwriters or
agents would be involved.

General Information

Underwriters, dealers, and agents that participate in the distribution of
the securities may be underwriters as defined in the Securities Act of 1933
(the "Act"), and any discounts or commissions received by them from us and any
profit on the resale of the securities by them may be treated as underwriting
discounts and commissions under the Act.

We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Act.

Underwriters, dealers and agents may engage in transactions with, or perform
services for, us or our affiliates in the ordinary course of their businesses.

LEGAL OPINIONS

Our counsel, Simpson Thacher & Bartlett, New York, NY, and one of our
lawyers will each issue an opinion about the legality of the securities for us.
Dewey Ballantine LLP, New York, NY will issue an opinion for the agents or
underwriters. From time to time, Dewey Ballantine LLP acts as counsel to our
affiliates for some matters.

Certain matters of Delaware law relating to the validity of the Trust
Preferred Securities, the enforceability of the trust agreement and the
creation of the trusts will be passed upon by Richards Layton & Finger, P.A.,
Wilmington, Delaware.

EXPERTS

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16,000,000 Shares

American Electric Power Company, Inc.

Common Stock

[LOGO]
AEP
AMERICAN(R)
ELECTRIC
POWER

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PROSPECTUS SUPPLEMENT

, 2002

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