EXHIBIT 10(m)(3)(B)
AEP Resources, Inc.
1 Riverside Plaza
Columbus, OH  43215-2373



Ms. Holly Koeppel AEP Resources, Inc.

April 19, 2001

Dear Holly,

As you  are  aware,  AEP has  recently  revised  its  strategy  relative  to the
long-term ownership and participation in a number of our assets,  joint ventures
and investments. I realize this decision raises questions in your mind regarding
your own future.

I would like to take this  opportunity  to emphasize  the critical  role you are
playing as we seek to evaluate,  restructure and where necessary divest of these
assets,  joint  ventures and  investments;  the need for you to continue in this
role; and the value the company places on your experience and expertise.

In addition,  and to further  emphasize  the desire to retain your  services,  a
retention  plan  has been  developed.  In  consideration  of your  agreement  to
continue your employment in the Corporate  Development  group until December 31,
2002  (or  an  earlier  date   mutually   agreed  to  by  yourself  and  an  AEP
representative),  you will receive a lump sum  retention  payment  equal to nine
months of your annual base salary minus  applicable  withholdings.  This payment
shall be made regardless of whether or not you are thereafter employed by AEP.

You would  forfeit all rights and claims to any  retention  payments  should you
leave  Corporate  Development  voluntarily  prior  to  December  31,  2002 or be
terminated for cause.

If the proposal  contained in this letter is  acceptable  to you, it will become
effective when you sign this letter and return it to me.

Sincerely,

/s/ Donald M. Clements, Jr.

Donald M. Clements, Jr.
President


Agreed:

/s/ Holly K. Koeppel                25 April 2001