AEP Shareholders Approve Actions Necessary to Complete Proposed Merger

COLUMBUS, Ohio, May 27, 1998 -- Shareholders of American Electric Power (NYSE: AEP) today approved actions necessary for the company to complete its proposed merger with Central and South West Corp. (NYSE: CSR). The shareholders, in votes at AEP's annual meeting this morning, approved an increase in the number of authorized shares of AEP common stock from 300 million to 600 million and approved the use of the shares to complete the merger transaction announced on Dec. 22, 1997. Central and South West shareholders will vote on a proposal to approve the merger at that company's annual meeting tomorrow in Dallas. The merger, if approved by Central and South West shareholders, must still receive approvals of federal and state regulatory agencies before it can be completed. E. Linn Draper Jr., AEP's chairman, president and chief executive officer, told shareholders that the proposed merger "is central to the whole range of our most critical AEP strategies for tomorrow." "I believe AEP has found a real soulmate in Central and South West Corp.," Draper said. "Their philosophy and approach to business match ours very closely. We both believe competition will benefit not only our customers, but our companies and shareholders. We're both low-cost operators. "All in all, I couldn't be happier with the dynamics I see going forward with our merger partner. Together we will be a much stronger competitor as our industry advances into the exciting and challenging new marketplace." In other business items, AEP shareholders: -- re-elected John P. DesBarres, Draper, Robert M. Duncan, Robert W. Fri, Lester A. Hudson Jr., Leonard J. Kujawa, Angus E. Peyton, Donald G. Smith, Linda Gillespie Stuntz and Morris Tanenbaum and elected Kathryn D. Sullivan to one-year terms on the board of directors. -- ratified the appointment of Deloitte & Touche LLP as independent auditors for 1998. 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. On Dec. 22, 1997, AEP announced a definitive merger agreement for a tax-free, stock-for-stock transaction with Central and South West Corp., a public utility holding company based in Dallas.