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FERC Decision to Accelerate Merger Process 'Good News,' AEP Chairman says

July 30, 1999

Columbus, Ohio, and Dallas, July 29, 1999 -- An order filed Wednesday by the Federal Energy Regulatory Commission (FERC) that accelerates the schedule for reviewing the application for merger by American Electric Power (NYSE: AEP) and Central and South West Corporation (NYSE: CSR) is "good news for our merger and represents a decision that is consistent with the commission's goal of deciding merger applications in an expeditious manner," said E. Linn Draper Jr., AEP chairman, president and chief executive officer. The FERC order imposes a procedural schedule on the administrative law judge and other parties so the commission can act on the pending merger in February or March of next year. "While we had hoped to complete the FERC process by the end of the year, the commission did put in place a schedule that introduces meaningful certainty to this process," Draper said. "We’re pleased that the FERC recognized the importance of moving this process forward. "If the commission acts on the schedule described in the order, we believe all regulatory approvals can be completed by the first quarter of next year," Draper said. AEP and CSW expect all other regulatory approvals, except the Securities and Exchange Commission which typically follows FERC's action, will be completed by year end. "This order places greater predictability on the FERC process, which should prepare the SEC to act expeditiously following FERC action," Draper said. AEP and CSW filed a motion with the FERC on June 28 asking it to waive the requirement for a post-hearing decision by the administrative law judge who presided over the merger hearing, which was completed July 19. The commission would then decide the matter based on the hearing record and briefs submitted by all interested parties. The remaining issues are primarily policy issues that are amenable to resolution by the commission, the motion indicated. The commission concluded that it needed the benefit of the administrative law judge's opinion and therefore decided not to grant the specific request made by AEP and CSW. The FERC said "the commission is, however, aware of the need for expedited action in this case," and ordered an accelerated schedule. The order requires the administrative law judge to issue an initial decision as soon as possible, but no later than Nov. 24, 1999. Briefs on exceptions to the initial decision must be filed on or before 21 days following the issuance of the initial decision. Briefs opposing exceptions must be filed on or before 14 days following the filing of briefs on exceptions. "We expect to act on the initial decision as promptly as possible after receiving briefs on and opposing exceptions," the FERC said in the order. "This schedule would allow the Commission to act in February or no later than March 2000." The merger application was originally filed at FERC in April 1998. AEP and CSW have vigorously pursued settlements with numerous parties while the case has been pending at FERC. Most state regulatory proceedings have been settled or are near settlement. "The hearing before a FERC administrative law judge was very successful from our viewpoint," Draper said. "We addressed reasonable issues raised by the intervenors. Many of the issues had already been addressed through the many settlements we have reached with parties who had intervened in the FERC proceedings. We are confident we have demonstrated that this merger is beneficial for consumers. "We want to eliminate any unnecessary delays in the process so we can bring our customers, employees and shareholders that much closer to attaining the substantial benefits that our merger offers," Draper said. AEP and CSW announced their intent to merge on Dec. 22, 1997. The merger has received conditional approval by state regulatory commissions in Arkansas, Louisiana and Oklahoma, three of the four states within CSW's service territory. The Oklahoma order confirmed a Oklahoma Corporation Commission OCC staff settlement recommendation to the OCC to not oppose approval of the merger by the FERC. The companies have a pending merger settlement with key parties in Texas, the fourth CSW state, that awaits action by the Public Utility Commission of Texas. AEP and CSW have reached a settlement with the FERC trial staff, in which the staff supports a finding that the merger will have no adverse effect on competition. AEP and CSW have also announced settlement agreements with the International Brotherhood of Electrical Workers (IBEW) resulting in the IBEW local unions withdrawing their opposition to completion of the merger; with the Indiana Utility Regulatory Commission (IURC) resulting in Indiana customers receiving merger benefits and including a commitment by the IURC to not oppose the merger during consideration of the merger agreement by the FERC and the SEC; with key parties in Kentucky addressing matters pertinent to the state regarding the pending merger; and with a variety of wholesale customers that had intervened in federal proceedings. The Nuclear Regulatory Commission has approved a license transfer application related to the merger. The merger requires approval by the FERC and the SEC and review by the Department of Justice. Once the merger is completed, 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.

For More Information, Contact: For American Electric Power Pat Hemlepp 614/223-1620 For Central and South West Larry Jones 214/777-1276

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