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Commonwealth Edison, Cinergy Withdraw as Intervenors in AEP-CSW Merger

November 23, 1999

Columbus, Ohio and Dallas, Nov. 23, 1999 -- Cinergy Services Inc. and Commonwealth Edison Co. have informed the Federal Energy Regulatory Commission (FERC) that they are no longer opposing the pending merger between American Electric Power (NYSE: AEP) and Central and South West Corp. (NYSE: CSR). Commonwealth Edison and Cinergy each had intervened at FERC and were also involved in other interventions. In separate filings to withdraw, Commonwealth Edison and Cinergy each say they have resolved all issues regarding the merger and do not object to FERC finding the merger to be in the public interest or approving the merger. Commonwealth Edison also says it no longer seeks a merger condition that would require AEP to join the Midwest Independent System Operator. "We're pleased that Commonwealth Edison and Cinergy have elected to drop their opposition to our merger," said E. Linn Draper Jr., AEP chairman, president and chief executive officer. "The policy issues raised by these and other parties related to regional transmission organization (RTO) formation in the Midwest are important policy issues, involving many parties. They simply cannot be resolved in an individual company's merger proceeding. "We are hopeful that our agreement with these two parties will signal a new commitment on everyone's part to deal cooperatively and fairly with the RTO issues in the Midwest," 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, Oklahoma and Texas, the four 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.

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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