Employees reminded to vote on share-increase proposal

     "Don't forget to vote!"

     That's the message that the Investor Relations group has been sending to 
AEP shareholders -- including AEP employees. To drive home this point a 
duplicate proxy card was included in the mailing to shareholders containing 
the brochure and summary annual report. This is a common practice during a 
merger vote, in case the first proxy was never received or perhaps misplaced, 
or even if the shareholder wants to change their vote. The most recent proxy 
voted is the one that counts.

     At this year's annual meeting, AEP shareholders are being asked to vote 
on a proposed increase in the number of shares of AEP common stock 
outstanding, an increase that is essential in order to accomplish the 
proposed merger with Central and South West.

     Shareholders have roughly two weeks remaining to complete, sign and 
return the reply cards that were enclosed with the joint proxy statement that 
was mailed last month. AEP shareholders also have the option of voting via 
Internet or telephone, if they prefer. AEP's 1998 annual meeting will be held 
May 27 at the Fawcett Center on the campus of The Ohio State University in 
Columbus.

     "Each and every shareholder's ballot is strictly confidential," said 
Bette Jo Rozsa, AEP's managing director - investor owner relations. "The only 
time that an AEP employee looks at a ballot is when it contains a question or 
a comment that needs to be answered by a company representative.

     "Even votes that are cast by shareholders at the annual meeting itself 
are kept confidential," she emphasized. "Votes cast at the annual meeting are 
collected and tabulated by employees of First Chicago, our transfer agent. 
We've received a number of questions from employees recently about the 
confidentiality of the voting process, and we feel that it's important to set 
the record straight."

     While AEP shareholders are voting on an increase in shares outstanding, 
CSW shareholders at their May 28 annual meeting will be voting on the merger 
propsal itself. When votes from shareholders are tabulated, Rozsa pointed 
out, a failure to vote has the same impact as a vote against the increase in 
shares or merger.

     The vote-counting process is a little different for AEP employees who 
own stock through the company's Savings Plan, however. Those AEP Savings Plan 
participants who vote will determine the ratio in which all of the shares in 
the Savings Plan will be voted.

     "Just as an example, if 1,000 shares in the Savings Plan are voted, and 
900 are voted in favor with 100 shares against, then the entire block of shares 
in the Savings Plan would be voted 90 percent in favor, 10 percent against," 
Rozsa explained.