Phone: (405) 522-2100, FAX: (405) 522-1623, www.occeweb.com

May 11, 1999

By a 3-0 vote Tuesday, May 11, the Oklahoma Corporation Commission conditionally approved the merger between American Electric Power Company Inc (AEP). and Central and South West Corp. (CSW), parent of Public Service Company of Oklahoma (PSO).

The approval contains the condition that PSO work with Oklahoma Gas and Electric Co. (OG&E) and the Southwest Power Pool to mitigate possible congestion problems from increased electrical power entering the state.

In approving the merger, the Commission adopted a stipulated agreement entered into by commission staff, the Office of the Attorney General, AEP and CSW. The stipulation divides merger benefits the first five years with 55 percent or $27.7 million going to ratepayers through a rider attached to monthly bills and the remaining 45 percent going to stockholders. Starting in year six, ratepayers will receive an additional $9.4 million annually until the next change in base rates.

Further PSO savings of $11.8 million over ten years are expected as a result of lower fuel costs. PSO promises not to initiate a rate increase case until at least January 1, 2003. Should the company start a rate case between January 1, 2003 and the end of the fifth year after the merger, the amount of increase it might have otherwise been entitled to will be reduced by $5 million.

PSO agrees that no stranded costs will result from the merger. Should stranded costs result from other sources, PSO will be viewed as a stand alone company rather than assuming a proportionate share of the combined AEP-CSW stranded costs. The stipulation also contains a clause that if the regulatory authority in another state approves more merger benefit, PSO ratepayers will share in those benefits. There is also a clause that PSO’s Oklahoma customers will not be held responsible for any unforeseen events that may lessen merger benefits.