UNITED STATES BANKRUPTCY COURT
                          MIDDLE DISTRICT OF LOUISIANA

IN RE:

                                                               CASE NO. 94-11474
CAJUN ELECTRIC POWER
COOPERATIVE, INC.,                                                    Chapter 11

DEBTOR.                                                      USDC NO. 94-CV-2763

                 THIRD AMENDMENT TO JOINT PLAN OF REORGANIZATION
                   FOR CAJUN ELECTRIC POWER COOPERATIVE, INC.
                 SUBMITTED BY THE COMMITTEE OF CERTAIN MEMBERS,
                       SOUTHWESTERN ELECTRIC POWER COMPANY
                  AND WASHINGTON-ST. TAMMANY, DATED MAY 14,1999

       The Committee of Certain  Members of Cajun  Electric  Power  Cooperative,
Inc.  ("CCM"),   Southwestern   Power  Electric  Power  Company  ("SWEPCO")  and
Washington-St.  Tammany ("WST"), (collectively, the "Proponents") hereby propose
the  following  Third  Amendment to the Joint Plan of  Reorganization  For Cajun
Electric Power  Cooperative, Inc. Submitted by The Committee of Certain Members,
Southwestern  Electric Power Company and Washington St.  Tammany,  Dated May 14,
1999 (the "Joint Plan").

1.    This Third Amendment is being made prior to confirmation of the Joint Plan
      pursuant to section 1127(a) of the Bankruptcy Code. Section 1127(a) allows
      for amendments to  plans without  need of Court Order or further  hearings
      prior to confirmation of a plan.

2.    The only  modification  being made by this Third  Amendment is to increase
      the base purchase price in the Asset Purchase  Agreement and Joint Plan by
      $35 million to $1,025.5  million.  This increase is being made as a result
      of recently negotiated additional value provided in Swepco's agreement



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      with a  fuel  chain  supplier.  There are  no changes to the Power  Supply
      Agreement or the rate path proposed to the members.

3.    The only impact of this  amendment  is to  increase  the amount of dollars
      being paid to the estate.  No creditor  or  interest  holder is  adversely
      affected by this amendment.

   AMENDMENT TO THE JOINT PLAN AND ASSET PURCHASE AGREEMENT
      All  references  in the Joint  Plan and the  accompanying  Asset  Purchase
Agreement  incorporated in the Joint Plan to the base purchase price (subject to
adjustments  as  provided  in the Asset  Purchase  Agreement  and the Plan which
adjustments   remain   unchanged)   shall  be  changed  from   $990,500,000   to
$1,025,500,000.




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Respectfully submitted this 28th day of July 1999.


                                       WILKINSON, CARMODY & GILLIAM


                                       /s/ Bobby S. Gilliam
                                       Bobby S. Gilliam
                                       Louisiana Bar No. 6227
                                       1700 Beck Building
                                       Shreveport Louisiana 71101
                                       Telephone: (318) 221-4196
                                       Telecopy:   (318) 221-3705


                                       -and-


                                       SHEINFELD, MALEY & KAY, P.C.


                                       /s/ Henry J. Kaim
                                       Henry J, Kaim (Texas Bar #11075400)
                                       Edward L. Ripley (Texas Bar #16935950)
                                       Patricia B. Tomasco (Texas Bar #01797600)
                                       1001 Fannin Street, Suite 3700
                                       Houston, Texas 77002-6797
                                       Telephone: (713) 658-8881
                                       Telecopy: (713) 658-9756

                                       ATTORNEYS FOR SOUTHWESTERN
                                       ELECTRIC POWER COMPANY

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                                        THE COMMITTEE OF CERTAIN MEMBERS
                                          OF CAJUN ELECTRIC


                                        By:  /s/ Benjamin D. Schwartz
                                            Benjamin D. Schwartz, One of Its
                                             Attorneys

                                        Melanie Rovner Cohen (ARDC No. 00476056)
                                        Benjamin D. Schwartz (ARDC No- 02522276)
                                        Christopher Combest (ARDC No 06224701)
                                        ALTHEIMER & GRAY
                                        10 S. Wacker Drive, Suite 4000
                                        Chicago, IL. 60606
                                        312-715-4000

                                        ATTORNEYS FOR THE COMMITTEE OF
                                        CERTAIN MEMBERS OF CAJUN ELECTRIC

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                                        TALLEY, ANTHONY, HUGHES & KNIGHT, L.L.C.

                                        /s/ Charles M. Hughes, Jr.
                                        Charles M. Hughes, Jr.
                                        (Louisiana Bar # 14382)
                                        Union Planters Bank Building
                                        4565 LaSalle St., Suite 300
                                         Mandeville, LA 70471
                                        504/624-5010

                                        ATTORNEYS FOR WASHINGTON ST. TAMMANY
                                        ELECTRIC  COOPERATIVE INC.



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                                        SHARP, HENRY, CERNIGLIA, COLVIN & WEAVER


                                        /s/ John M. Sharp
                                        John M. Sharp, (Bar No. 19149)
                                        15171 S. Harrell's Ferry Road, Suite C
                                        Baton Rouge,Louisiana 70816
                                        Telephone: (225) 755-1060
                                        Fax: (225) 755-1065

                                        ATTORNEYS FOR THE COMMITTEE OF
                                        CERTAIN MEMBERS



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                             CERTIFICATE OF SERVICE

      This is to certify  that a true and  correct  copy of Third  Amendment  to
Joint  Plan  of  Reorganization  for  Cajun  Electric  Power  Cooperative,  Inc.
Submitted  By The  Committee of Certain  Members,  Southwestern  Electric  Power
Company and  Washington-St.  Tammany,  Dated May 14, 1999 has been served on the
parties listed on that attached list by facsimile  transmission this 28th day of
July, 1999.


                                          /s/ Henry J. Kaim
                                          Henry J. Kaim
                                          1001 Fannin, Suite 3700
                                          Houston, Texas 77001