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AEP to sell remaining Texas Central generation assets to a joint venture of Sempra Energy and Carlyle/Riverstone

March 15, 2004

COLUMBUS, Ohio, March 15, 2004 - American Electric Power (NYSE: AEP) subsidiary Texas Central Co. (formerly known as Central Power and Light) has signed an agreement to sell its remaining generating assets, including eight natural gas plants, one coal-fired plant and one hydro plant, to a joint venture of Sempra Energy Partners and Carlyle/Riverstone Global Energy and Power Fund for $430 million. Proceeds from the sale will be used to reduce debt.

The sale is contingent on federal clearance pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and approval from the Federal Energy Regulatory Commission. The transaction is expected to close in July 2004.

The plants included in the transaction are:

PLANTLOCATIONFUELFACILITY NET*
ColetoCreekFannincoal632 MW
Eagle PassEagle Passhydro6 MW
B.M. DavisCorpus Christigas/oil697 MW
E.S. JoslinPoint Comfortgas/oil254 MW
J.L. BatesMissiongas/oil182 MW
La PalmaSan Benitogas/oil255 MW
LaredoLaredogas/oil178 MW
Lon C. HillCorpus Christigas/oil559 MW
Nueces BayCorpus Christigas/oil559 MW
VictoriaVictoriagas/oil491 MW
*Represents maximum dependable capacity based on summer peaks.

As of Dec. 31, 2001, the combined book value of these plants was approximately $266 million.

“With this announcement, we have purchase agreements for all of our Texas Central generating assets,” said Michael G. Morris, AEP’s chairman, president and chief executive officer. “We’ve worked very closely with the advisors and legal counsel for the Public Utility Commission of Texas (PUCT) throughout this process, and we thank them for their assistance and guidance during this process. We believe that we have received very fair prices for these assets in the current marketplace. The total purchase price negotiated for all of our interests in the TCC generation fleet is $805 million, which will now become part of the equation to determine the stranded cost amount we will seek to recover from Texas Central customers. Therefore, our attention now is focused on working through the regulatory process to close these transactions as quickly as feasible and on proceeding with our true-up filing, which we will submit as soon as possible.”

AEP announced plans in December 2002 to sell all of the generation assets owned by TCC to determine their market value for calculating stranded costs under Texas electric restructuring legislation. A competitive bidding process for the assets began in June 2003. AEP announced that it had signed purchase agreements for the TCC share of the Oklaunion coal-fired plant Jan. 30 and the TCC share of the South Texas Project nuclear plant March 1. Credit Suisse First Boston LLC has been AEP’s advisor for the sale process.

Texas Senate Bill 7 on electric restructuring provides for recovery of stranded costs because electric utility companies made significant investments in generation to serve customers in the regulated environment in exchange for the opportunity to recover those investments through rates. In the transition to a competitive retail market, generation investments become “stranded” when the book value of the assets is higher than the current market value. The 4,497 megawatts of TCC generation had a combined net book value of approximately $1.8 billion on Dec. 31, 2001.

Texas restructuring legislation provides several options for determining market value of generation assets, including selling the assets and creating and issuing stock for a generating subsidiary. AEP sought to determine the market value for its generation assets through the sale of assets because the company believes that sale of these assets is the best method available in the statute to accurately determine the difference between the book value and the true market value for these assets.

Once the PUCT approves the final amount of stranded costs in the true-up proceeding, Senate Bill 7 permits the PUCT to authorize recovery of stranded costs through transmission and distribution rates, including costs associated with the issuance of securitization revenue bonds. “The sooner we receive this approval, the sooner we can lock in securitization savings for our customers, “ Morris said. “Therefore, AEP will make its true-up filing as soon as all of the TCC purchase transactions are closed.”

Carlyle/Riverstone Global Energy and Power Fund II, LP is a joint venture between Riverstone and The Carlyle Group that is focused on investing in the global energy and power sectors, utilizing private equity capital of over $1.2 billion.

Sempra Energy Partners, a subsidiary of Sempra Energy, was formed in 2003 to team with financial and energy partners to acquire energy assets such as power plants, pipelines, and related energy facilities.

American Electric Power owns and operates more than 42,000 megawatts of generating capacity in the United States and select international markets and is the largest electricity generator in the U.S. AEP is also one of the largest electric utilities in the United States, with almost 5 million customers linked to AEP’s 11-state electricity transmission and distribution grid. The company is based in Columbus, Ohio.

The comments set forth above contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. Although AEP and its registrant subsidiaries believe that their expectations are based on reasonable assumptions, any such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. Among the factors that could cause actual results to differ materially from those in the forward-looking statements are: electric load and customer growth; abnormal weather conditions; available sources and costs of fuels; availability of generating capacity; the speed and degree to which competition is introduced to the company´s service territories; the ability to recover stranded costs in connection with deregulation; new legislation and government regulation including (i) requirements for reduced emissions of sulfur, nitrogen, carbon and other substances and (ii) electricity transmission policy; pending and future rate cases and negotiations; oversight and/or investigation of the energy sector or its participants; the company´s ability to successfully control costs; the success of disposing of existing investments that no longer match the company´s corporate profile; international and country-specific developments affecting foreign investments including the disposition of any current foreign investments; the economic climate and growth in the company´s service territory and changes in market demand and demographic patterns; inflationary trends; accounting pronouncements periodically issued by accounting standard-setting bodies; the performance of AEP’s pension plan; electricity and gas market prices; interest rates; liquidity in the banking, capital and wholesale power markets; actions of rating agencies; changes in technology, including the increased use of distributed generation within the company´s transmission and distribution service territory; other risks and unforeseen events, including wars, the effects of terrorism, embargoes and other catastrophic events.

Media:Melissa McHenry
Manager, Corporate Media Relations
614/716-1120


Analysts: Julie Sloat
Managing Director, Investor Relations
614/716-2885

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