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Public Utility Commission of Texas Approves Merger Between American Electric Power and Central and South West

November 5, 1999

Columbus, Ohio and Dallas, Texas (November 5, 1999) – The Public Utility Commission of Texas (PUCT) on Thursday unanimously approved the application by American Electric Power Company, Inc, (NYSE: AEP) and Central and South West Corporation (NYSE: CSR) for approval of the pending merger between the two companies. The action by the commissioners also approved an Integrated Stipulation and Agreement that will result in combined rate reductions totaling $221 million over a six-year period for Texas retail customers of the three CSW Texas electric operating companies after the merger is completed. The agreement, which was announced in May, also provides for divestiture of 1,604 megawatts of generating capacity within Texas. PUCT Chairman Pat Wood described the agreement as “awesome,” and he complimented AEP and CSW for their efforts in negotiating the settlement with various parties to the case. CSW is the parent company to Central Power and Light Company (CPL), West Texas Utilities Company (WTU) and Southwestern Electric Power Company (SWEPCO). CSW’s electric operating companies serve a combined total of 988,300 customers in Texas. “Approval of the merger by the Texas Commission is tremendous news for customers and shareholders,” said E. Linn Draper Jr., AEP’s chairman, president and chief executive officer. “Today’s decision moves us closer to being able to provide significant benefits to CSW’s Texas customers while providing value to our employees and shareholders,” Draper said. AEP and CSW announced their intention to merge on Dec. 22, 1997. The merger has received approval from state regulatory commissions in Arkansas, Louisiana, and Oklahoma, the other three states within CSW’s service territory. AEP and CSW reached a settlement with the Federal Energy Regulatory Commission (FERC) trial staff in which the staff supports a finding that the merger will have no adverse effect on competition. The FERC hearings concluded on July 19. On July 28, the FERC issued an order requiring the FERC administrative law judge to issue his proposal for decision no later than November 24 and stating its intention to act on the pending merger in February or March of next year. AEP and CSW have announced settlement agreements with the International Brotherhood of Electrical Workers (IBEW) and the Utility Workers Union of America (UWUA) resulting in the IBEW and UWUA local unions withdrawing their opposition to completion of the merger; as well as with the Indiana Utility Regulatory Commission (IURC) resulting in Indiana customers receiving merger benefits and including a commitment by the IURC not to oppose the merger during consideration of the merger agreement by the FERC and the SEC. AEP and CSW also have announced a settlement agreement with key parties in Kentucky that has been approved by the Kentucky Public Service Commission, as well as a settlement agreement with the Missouri Public Service Commission addressing that commission’s concerns about the effect of the merger on retail competition in the state. The Public Utility Commission of Ohio (PUCO) has notified the FERC that the PUCO is no longer opposing the pending merger or seeking conditions on the merger. Additionally, AEP and CSW have reached settlements with a variety of wholesale customers who had intervened in federal proceedings. The Nuclear Regulatory Commission has approved a license transfer application related to the merger. CSW will request an extension of the license transfer from the NRC before year end. The merger requires approvals by the FERC, the Federal Communications Commission and the Securities and Exchange Commission and clearance by the Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Upon completion of the merger, the new company will be called American Electric Power. Central and South West Corp. is a global, diversified public utility holding company based in Dallas. CSW owns four electric operating subsidiaries serving 1.7 million customers in Texas, Oklahoma, Louisiana and Arkansas; a regional electricity company in the United Kingdom; other international energy operations and non-utility subsidiaries involved in energy-related investments, telecommunications, energy efficiency and financial transactions. AEP, a global energy company, is one of the United States’ largest investor-owned utilities, providing energy to 3 million customers in Indiana, Kentucky, Michigan, Ohio, Tennessee, Virginia and West Virginia. AEP has holdings in the United States, the United Kingdom, China and Australia. Wholly owned subsidiaries provide power engineering, energy consulting and energy management services around the world. The company is based in Columbus, Ohio. News releases and other information about CSW can be found on the World Wide Web at www.csw.com.

For More Information, Contact: For American Electric Power Pat Hemlepp 614/223-1620 For Central and South West Larry Jones 214/533-1276

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