Exhibit 2.1
                         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-B2


          SECOND AMENDED AND RESTATED JOINT PLAN OF REORGANIZATION FOR
                     CAJUN ELECTRIC POWER COOPERATIVE, INC.
             SUBMITTED JOINTLY BY THE COMMITTEE OF CERTAIN MEMBERS,
               WASHINGTON - ST. TAMMANY ELECTRIC COOPERATIVE, INC.
           AND SOUTHWESTERN ELECTRIC POWER COMPANY DATED APRIL 19,1999

      The Committee of Certain Members of Cajun Electric Power  Cooperative Inc.
("Committee of Certain Members"), Washington - St. Tammany Electric Cooperative,
Inc.,  and  Southwestern  Electric Power Company (" SWEPCO  ")(collectively  the
"Proponents") hereby propose the following plan of reorganization ("Plan") which
provides for the  liquidation  of Cajun Electric  Power  Cooperative,  Inc., the
debtor herein ("Debtor" or "Cajun"):

                               SUMMARY OF THE PLAN

      The Proponents  have joined  together to present to the creditors of Cajun
and the Court a Plan that will resolve  Cajun's  bankruptcy  through the sale of
Cajun's non-nuclear assets to a SWEPCO affiliate,  and the voluntary  initiation
of new power supply  arrangements by and between a SWEPCO  affiliate and Cajun's
former members. The Plan has the goal of offering competitive wholesale rates to
the Cajun member cooperatives  ("Members"),  while maximizing value to the Cajun
estate.

      The Plan provides for the acquisition of Cajun's  non-nuclear  assets by a
subsidiary or affiliate of SWEPCO. The consideration paid under the Plan will be
$1.02  billion  (subject  to  adjustments  as  provided  in the  Asset  Purchase
Agreement  and this Plan) at current  treasury  yields.  The Plan,  in addition,
includes a  settlement  of a variety of pending  litigation  involving  the lien
claims of the Rural Utilities Service ("RUS"). This Plan relies on the execution
of consensual  agreements with the Members for the purchase of wholesale  power.
In addition,  the Plan  incorporates the River Bend Settlement  negotiated among
the Proponents and Entergy Gulf States, Inc. ("GSU").  The Plan is the only plan
that has the  potential to harmonize the distinct  perspectives  of the Members,
the LPSC and the RUS. In short,  the Proponents'  Plan is the only feasible plan
that can be confirmed without years of litigation.

      The distinguishing  attribute of the Plan is that it produces  competitive
wholesale rates to cooperatives serving over one million Louisiana residents and
maximizes the value of the Cajun estate.  The  cooperatives  cannot and will not
remain  viable at  non-competitive  rates,  as  evidenced by the  bankruptcy  of
Washington  St.  Tammany   Electric   Cooperative,   Inc.,  the  insolvency  and



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SWEPCO/Members                                                            Page 2
Second Amended and Restated Joint Plan of Reorganization

acquisition of Bossier Rural Electric Membership Corporation,  the sale of Teche
Electric Cooperative.  Inc. to Central Louisiana Electric Company. Inc., and the
financial difficulties currently experienced by other cooperatives.

      The Plan includes  consensually  negotiated  average  wholesale rates at a
competitive  level, which would immediately  provide  significant rate relief to
Louisiana  ratepayers  while also  maximizing the value of the estate.  Any plan
that unilaterally  proposes higher,  non-competitive and non-consensual rates in
an effort to extract excessive value from Louisiana ratepayers would not provide
a permanent  solution to the substantial rate disparity between  cooperatives on
the one hand, and investor-owned and municipal utilities on the other hand.

      The Plan provides for an enterprise  (hereinafter "SWECO") to be formed by
SWEPCO as a wholly owned subsidiary or affiliate to acquire Cajun's  non-nuclear
assets more specifically  defined in the Asset Purchase  Agreement  (hereinafter
the "Acquired Assets").  Under the Plan, SWECO will purchase the Acquired Assets
for a price of $1.02 billion  (subject to  adjustments as set forth in the Asset
Purchase  Agreement  and this  Plan)  payable  in cash  (the  "Purchase  Price")
pursuant to the terms and conditions  proposed in an Asset Purchase Agreement at
current treasury yields.

      The Asset  Purchase  Agreement  that will be  executed  by SWECO  shall be
substantially  in the form of the Asset Purchase  Agreement which is attached as
Exhibit 1 to the Plan. On the Effective  Date of the Plan, the Members and SWECO
shall voluntarily  enter into new Power Supply  Agreements  substantially in the
form of  Exhibit 2  attached  to the  Plan,  whereby  pursuant  to the terms and
conditions  of the Power Supply  Agreements,  SWECO shall be obligated to supply
the Members,  and the Members electing to enter into the Power Supply Agreements
shall be  obligated  to purchase  their power  requirements  from SWECO.  To the
extent that there are any conflicts  between the terms of the Plan and the Asset
Purchase  Agreement,  the  provisions  of the  Asset  Purchase  Agreement  shall
control.  Unless specifically provided otherwise in the Plan, the Plan generally
contemplates  that any assets  remaining in Cajun after the  consummation of the
Asset Purchase Agreement and the River Bend Settlement will be (i) liquidated by
the Trustee with the proceeds of such liquidation distributed in accordance with
the Plan;  or (ii)  conveyed  by the  Trustee  to the holder of the lien on such
assets.  The  Purchase  Price,  liquid  assets and any  proceeds of other assets
liquidated by the Trustee shall be distributed  in accordance  with the terms of
this Plan.

      On August 26, 1996,  Judge Frank J. Polozola  signed an Order and Judgment
Approving  Settlement  by and among  Cajun  Electric  Power  Cooperative,  Inc.,
Entergy Gulf States, Inc., Entergy Corporation,  and the Rural Utilities Service
of the Department of Agriculture (the "Order").  The settlement  approved by the
Order (hereinafter the "River Bend Settlement"), among other things: puts an end
to years of expensive litigation among Cajun, GSU, and the RUS; provides for the
transfer  of  Cajun's  River Bend  Interest  at the  discretion  of the RUS to a
bidder,  the RUS or GSU;  provides for the  establishment  of a  Decommissioning
Trust  Fund;  and  settles  the  claims of GSU that put at issue  the  Trustee's
ability to transfer  Cajun's  non-River  Bend  assets  apart from the River Bend
assets and  obligations  and free and clear of all liens and  encumbrances.  The
Order provides that the settlement could be consummated  independent of any plan
of  reorganization.  The Order has been  affirmed by the United  States Court of
Appeals for the Fifth  Circuit and GSU has acquired  Cajun's River Bend Interest
pursuant to the terms of the River Bend Settlement.

<PAGE>


SWEPCO/Members                                                            Page 3
Second Amended and Restated Joint Plan of Reorganization

      The Committee of Certain Members.  SWEPCO and the RUS reached a settlement
of certain issues concerning the validity of the liens and security interests of
the RUS against the estate. The Amended and Restated Settlement Agreement (which
was approved by the Bankruptcy Court per Order docketed on February 11, 1999) is
attached  as  Exhibit 3 and  incorporated  in this  Plan.  Certain  terms of the
Amended and Restated Settlement  Agreement are effective without court approval.
The terms of paragraph 4 and 7 required court approval.

                                TERMS OF THE PLAN

                             Article 1: Definitions

      1.1 "Acquired Assets"" is defined in the Asset Purchase Agreement.

      1.2 "Administrative  Expense Claim" means any Claim constituting a cost or
expense of  administration  of Cajun's  Chapter 11 case incurred on or after the
Petition Date of the kind described in Section  503(b) of the  Bankruptcy  Code,
including,  without  limitation,  any fees or charges  assessed  against Cajun's
estate under Chapter 123 of title 28,  United States Code,  fees and expenses of
the Trustee and  professionals  employed  by the Estate,  costs and  expenses of
preserving the Estate, taxes described in Section 503(b)(1)(B) of the Bankruptcy
Code,  certain employee claims arising after the Petition Date, cure amounts for
executory  contracts and unexpired leases assumed or assumed and assigned by the
Trustee under the Plan.

      1.3  "Allowed  Administrative  Expense  Claim"  means  any  Administrative
Expense Claim which,  after notice and hearing,  is determined by Final Order of
the  Court  to be  an  Administrative  Expense  Claim  entitled  to  payment  in
accordance the Bankruptcy Code.

      1.4 "Allowed  Claim" means any Claim against the Debtor,  (i) the proof of
which was filed on or before  the Bar Date;  or (ii) that was  scheduled  by the
Debtor as  liquidated  in amount and not  disputed or  contingent;  and (iii) in
either case, a Claim to which no objection is timely filed or that is allowed by
a Final Order of the Court.

      1.5  "Allowed  Convenience  Claim"  means  any  Allowed  Claim  originally
scheduled by the Debtor in the amount of $20,000 or less.

      1.6 "Allowed  Secured  Claim" means any Allowed Claim to the extent of the
value of (i) a lien on the assets  which are  property of the estate,  or (ii) a
right of set-off under Code Section 553.

      1.7 "Allowed  Unsecured Claim" means any Allowed Claim to the extent it is
not secured either by a valid,  enforceable and unavoidable lien on the Debtor's
assets or a right of set-off under Code Section 553.

      1.8 "Asset  Purchase  Agreement"  means the  agreement  by and between the
Trustee  and  SWEC0  providing  for the  sale of the  Acquired  Assets  to SWECO
substantially in the form as attached hereto as Exhibit 1.
<PAGE>



SWEPCO/Members                                                            Page 4
Second Amended and Restated Joint Plan of Reorganization

      1.9 "Avoidance Actions" means all direct or derivative rights,  claims and
causes of action  which  constitute  property of the Estate,  including  but not
limited to claims under Code  Sections  506,  510, 542, 543, 544, 545, 546, 547,
548, 549, 550, 551 and 553 and any state laws corresponding thereto.

      1.10 "Bar Date" means October 1, 1995, the date designated by the Court in
its Order dated August 21, 1995 as the last day for filing a proof of Claim.

      1.11 "Big Cajun II, Unit 3 JOPOA" means that Joint Ownership Participation
and Operating  Agreement by and between Debtor and GSU, dated as of November 14,
1980.

      1.12 "Cajun" means Cajun Electric Power  Cooperative,  Inc., the debtor in
this Chapter 11 Case.

      1.13  "Chapter  11 Case"  means  this  Chapter 11 case of Cajun  (Case No.
94-11474; USDC No. 94CV-2763-B2).

      1.14  "Claim"  means  a claim as  defined in  Code Section  101(5) against
Cajun.

      1.15 "Claimant" means a person or entity who holds or asserts a Claim.

      1.16  "Class 6 Fund"  means a fund to be  established  by the  Trustee for
distribution to holders of Class 6 Claims under section 6.3 hereof.

      1.17 "CLECO" means Central Louisiana Electric Company,  Inc., as successor
in interest to Teche Electric Cooperative, Inc.

      1.18 "CoBank" means CoBank, N.A., formerly National Bank for Cooperatives.

      1.19  "CoBank  Class E Stock"  means the Class E stock of CoBank  owned by
Cajun.

      1.20 "Code Section" means a section of the United States  Bankruptcy Code,
11 U.S.C. ss. 101 et seq., as in effect with respect to the Reorganization Case.

      1.21 "Committee of Certain Members" means the Committee of Certain Members
of Cajun Electric Power  Cooperative,  Inc., an unofficial  committee  currently
composed of the following seven Members: Beauregard Electric Cooperative,  Inc.,
Dixie Electric  Membership  Corporation,  Jefferson Davis Electric  Cooperative,
Inc.,  Northeast  Louisiana Power  Cooperative,  Inc., South Louisiana  Electric
Cooperative Association and Valley Electric Membership Corporation.

      1.22  "Confirmation  Date"  means  the date of entry by the Court or other
court of competent jurisdiction of the Confirmation Order.

      1.23  "Confirmation  Order" means the order of the Court  confirming  this
Plan.
<PAGE>


SWEPCO/Members                                                            Page 5
Second Amended and Restated Joint Plan of Reorganization

      1.24  "Court"  means the  United  States  District  Court  for the  Middle
District of Louisiana exercising its original bankruptcy  jurisdiction  pursuant
to 28 U.S.C.  ss.1334,  or the  United  State  Bankruptcy  Court for the  Middle
District of  Louisiana to the extent any  proceeding  was referred to it by said
Court.

      1.25 "Debtor" means Cajun Electric Power Cooperative,  Inc., the debtor in
this Chapter 11 Case.

      1.26  "Decommissioning  Trust  Fund" means a  segregated  trust fund to be
established to satisfy obligations for Decommissioning  Costs (as defined in the
River Bend Settlement).

      1.27 "Disbursement  Accounts" means that certain interest bearing accounts
to be established  under the supervision of the Trustee  pursuant to section 6.4
hereof,  into which the Purchase  Price,  Net Proceeds of Excluded  Assets,  Net
Proceeds of Avoidance Actions and the Class 6 Fund are deposited.

      1.28 "Disputed Claim" means a Claim which is not an Allowed Claim.

      1.29  "Effective  Date" means a date selected by the  Proponents  for this
Plan to  become  effective,  for  documents  to be  executed  to  implement  the
provisions of the Plan,  and for the Acquired  Assets to be transferred to SWECO
pursuant to the terms of the Asset  Purchase  Agreement  which date shall be not
later than 90 days after the  Confirmation  Order  becomes a Final Order and all
required conditions to closing set forth in the Asset Purchase Agreement and all
conditions to effectiveness  specified herein are satisfied. As set forth in the
Asset Purchase Agreement,  the Effective Date of the Plan shall be the same date
as the "Closing Date" of the Asset  Purchase  Agreement (as that term is defined
in the Asset Purchase  Agreement),  on which date the closing of the sale of the
Acquired  Assets to SWECO and related  transactions  shall occur.  The Effective
Date of the Plan  shall  occur on the same  date as the  Closing  Date,  but the
Effective Date of the Plan shall occur at the close of business on such date and
immediately after the closing of the sale of assets pursuant to the Plan.

      1.30  "Estate"  means the  bankruptcy  estate  of the  Debtor  created  by
Bankruptcy Code Section 541.

      1.31 "Excess Funds" means (a) the funds contained in a certain  segregated
account that are  collected by Debtor  pursuant to the Order  Concerning  Use of
Cash  Collateral and Adequate  Protection  approved by the Court on February 13,
1995;  (b) the  funds  contained  in a  certain  segregated  account  (variously
referred to in Debtor's bankruptcy proceedings as the "Interest Escrow Account,"
the  "Ratepayer  Trust Fund," the "Debt Service  Escrow  Account," and the "LPSC
Escrow  Account") that are collected  pursuant to LPSC Order No.  U-17735-F,  as
amended by LPSC Order No. U-17735-H; and (c) all interest on the funds described
in (a) and (b)  immediately  preceding,  less  any  sums  necessary  to fund the
Decommissioning Trust Fund as provided in the River Bend Settlement.

      1.32 "Excluded Assets" is defined in the Asset Purchase Agreement.

      1.33 "Final Order" means an order or judgment (a) as to which the time has
expired  within  which a  proceeding  for review  (whether by way of  rehearing,
appeal,  certiorari or otherwise) may be commenced,  without any such proceeding
having  been commenced,  or (b)  which,  if such a review  proceeding was timely
<PAGE>



SWEPCO/Members                                                            Page 6
Second Amended and Restated Joint Plan of Reorganization

commenced,  has been affirmed by the highest tribunal in which review was sought
or  remains  in  effect  without  modification  following  termination  of  such
proceeding  for  review,  and the time has  expired  within  which  any  further
proceeding for review may be commenced.

      1.34 "GSU" means Entergy Gulf States,  Inc., a Texas corporation  formerly
known as Gulf States Utilities Company.

      1.35 "Hibernia" means Hibernia  National Bank, acting as indenture trustee
for the  Industrial  Revenue  Bonds  (Cajun  Electric  Power  Cooperative,  Inc.
Project), Series 1982.

      1.36 "Initial  Distribution  Date" shall mean a date no later than 30 days
after the Effective Date when the initial payments on account of Allowed Claims,
as set forth in this Plan, shall be made.

      1.37 "LPSC " means the Louisiana Public Service Commission.

      1.38 "Member Interests" means the Members' interests in Cajun as evidenced
by a Membership Certificate issued by Cajun to each Member pursuant to Section 2
of Cajun's Bylaws.

      1.39 "Members" means  Beauregard  Electric  Cooperative,  Inc.,  Claiborne
Electric Cooperative,  Inc., CLECO, Concordia Electric Cooperative,  Inc., Dixie
Electric Membership  Corporation,  Jefferson Davis Electric  Cooperative,  Inc.,
Northeast  Louisiana Power Cooperative,  Inc., Pointe Coupee Electric Membership
Corporation,   South  Louisiana  Electric  Cooperative  Association,   Southwest
Louisiana   Electric   Membership   Corporation,   Valley  Electric   Membership
Corporation and Washington-St. Tammany Electric Cooperative, Inc.

      1.40 "Net Proceeds" means as to any Excluded Asset or Avoidance Action the
total gross proceeds less all reasonable and necessary costs associated with the
liquidation of such Excluded Asset or prosecution of such Avoidance Action.

      1.41 "Ordinary Course  Administrative  Expense Claims" shall be limited to
Administrative  Expense  Claims  incurred  in the  ordinary  course  of  Cajun's
business and shall not include: (i) any post-petition obligations which are past
due or cure payments;  (ii) any fees or expenses of the Trustee or "professional
persons"  (as that term is used in Section 327 of the  Bankruptcy  Code) and any
expenses,  compensation,  or  reimbursement  requested  pursuant to  subsections
503(b)(2),  (3), (4) or (5) of the Bankruptcy  Code;  (iii) any Taxes (including
income,  sales,  use,  property or other  Taxes)  except for sales and use Taxes
incurred other than in the sale of Cajun's assets pursuant to the Asset Purchase
Agreement or the River Bend  Settlement;  (iv) any claims for breach of contract
tort,  or  other  actionable  conduct;  and  (v) any  post-petition  obligations
incurred  under  executory  contracts or unexpired  leases which are rejected in
this Plan or prior to the Effective Date of the Plan.

      1.42 "Petition Date" means December 21, 1994.

      1.43 "Proponents" means the Committee of Certain Members, Washington - St.
Tammany Electric Cooperative, Inc., and SWEPCO.
<PAGE>



SWEPCO/Members                                                            Page 7
Second Amended and Restated Joint Plan of Reorganization

      1.44 "Pro  Rata"  means  the  factor of the  amount of the  Allowed  Claim
multiplied by the fraction of the funds  available for  distribution  to a class
divided  by  total  Allowed  Claims  in a  class  plus  reserves  determined  in
accordance with section 6.6 of the Plan for all Disputed Claims in a class.

      1.45 "Purchase Price" is defined in the Asset Purchase Agreement.

      1.46  "Representative"  means, with respect to any specified  entity,  the
officers,  directors (or  functional  equivalent,  if any),  employees,  agents,
attorneys, accountants, financial advisors, other representatives, subsidiaries,
affiliates  or any person who  controls  any of these  within the meaning of the
Securities  Act of 1933, as amended or the  Securities  Exchange Act of 1934, as
amended.

      1.47 "River Bend" means River Bend Nuclear Station Unit 1, a 936MW nuclear
generating facility located in St. Francisville,  Louisiana,  which was co-owned
by Cajun and GSU and which is now owned and operated by GSU.

      1.48  "River  Bend JOA"  means the River Bend  Joint  Operating  Agreement
between GSU and Cajun.

      1.49 "River Bend Settlement"  means the settlement  between Cajun, GSU and
the RUS as currently defined in the Order and Judgment  Approving  Settlement by
and among Cajun Electric Power  Cooperative,  Inc.,  Entergy Gulf States,  Inc.,
Entergy  Corporation,  and the Rural  Utilities  Service  of the  Department  of
Agriculture,  signed by the  Honorable  Frank J. Polozola on August 26, 1996, in
Civil Action No. 94 2763-B2 in the United States  District  Court for the Middle
District of Louisiana.

      1.50 "RUS" means the United  States of America,  acting  through the Rural
Utilities Service (formerly the Rural Electrification Administration), an agency
within the United States Department of Agriculture.

      1.51 "RUS Settlement" means the settlement terms described in paragraphs 4
and 7 of the Amended and Restated Settlement  Agreement by and among SWEPCO, the
Committee  of Certain  members and the RUS,  dated March 18,  1998,  attached as
Exhibit 3 to the Plan and incorporated herein.

      1.52  "Settlement  Amount" means the amount of $20.24  million  payable to
the Class 6 Fund pursuant to the RUS Settlement.

      1.53 "Supply  Contracts"  means the long term  all-requirements  contracts
between the Debtor and each of its Members.

      1.54 "SWECO" means Southwestern  Wholesale Electric Company,  an entity to
be formed as a wholly  owned  subsidiary  or  affiliate by SWEPCO to acquire the
Acquired Assets.

      1.55 "SWEPCO" means Southwestern Electric Power Company, a Louisiana-based
investor owned utility.
<PAGE>



SWEPCO/Members                                                            Page 8
Second Amended and Restated Joint Plan of Reorganization

      1.56 "'Taxes" means all taxes,  charges,  fees.  imposts.  levies or other
assessments.  including,  without  limitation,  all net income,  gross receipts,
sales, use, ad valorem, value added, transfer,  franchise,  profits.  inventory,
capital stock,  license,  withholding,  payroll,  employment,  social  security,
unemployment,  excise, severance,  stamp, occupation and property taxes, customs
duties, fees, assessments and charges of any kind whatsoever,  together with any
interest and any penalties,  additions to tax or additional  amounts  imposed by
any taxing  authority  (domestic  or foreign)  and any  interest  and  penalties
imposed  with respect to the filing,  obligation  to file or failure to file any
return for such tax, and shall  include any  transferee  liability in respect to
Taxes.

      1.57 "Trustee" means the Chapter 11 trustee appointed herein by the Court,
or any successor Trustee that may be subsequently appointed by the Court.


                  Article 11: Treatment of Unclassified Claims.

      2.1  Treatment of Administrative Claims.

      (a) Each holder of an Allowed  Administrative Expense Claim shall receive,
on  account of such  Administrative  Expense  Claim,  cash in the amount of such
Allowed  Administrative  Expense  Claim on the  later of the  Effective  Date or
within  ten days  after the date the  Administrative  Expense  Claim  becomes an
Allowed  Administrative Expense Claim, except to the extent any holder agrees to
a different treatment.  An Administrative  Expense Claim which is subject to the
Administrative Expense Claim Bar Date and the Supplemental  Administrative Claim
Bar Date shall be paid only to the extent such claim is timely filed and allowed
as Administrative Expense Claim by the Court by Final Order. Notwithstanding the
foregoing,  the Trustee and professionals  employed at the expense of the Estate
and entities which may be entitled to reimbursement or the allowance of fees and
expenses  from the Estate  pursuant  to  subparagraphs  (2)  through (6) of Code
Section 503 (b) shall receive cash in the amount  awarded to such  professionals
and  entities at such times and only in  accordance  with a Final Order  entered
pursuant to Code Sections 330, 331 or Code Sections 503 (b) (2) through (6).

      (b)  (1) On  the  Effective  Date,   all  real  (immovable)  property  and
           personal (movable) property Taxes with respect to the Acquired Assets
           for the tax years occurring  prior to the Effective  Date,  which are
           Ordinary  Course  Administrative  Expense  Claims  and which have not
           already been paid in the ordinary  course of business,  shall be paid
           in full in cash by the Trustee,  except to the extent that the holder
           agrees to a different  treatment.  All immovable property and movable
           property  Taxes with respect to the Acquired  Assets for the tax year
           in which  the  Effective  Date  occurs,  which  are  Ordinary  Course
           Administrative   Expense  Claims,   shall  be  prorated  through  the
           Effective  Date  based on the  most  current  assessment  information
           available  from  the  offices  of the  assessor  and  sheriff  of the
           respective parishes in which the Acquired Assets are located. Cajun's
           share of such  prorated  Taxes shall be paid in cash on the Effective
           Date by the  Trustee,  except to the extent  the  holder  agrees to a
           different  treatment.  All special  assessments  against the Acquired
           Assets  for  utilities  or  otherwise,   which  are  Ordinary  Course
           Administrative Expense Claims, shall be paid
<PAGE>


SWEPCO/Members                                                            Page 9
Second Amended and Restated Joint Plan of Reorganization

            in full by  the Trustee in cash prior to  or on the  Effective Date,
            except to the extent a holder agrees to a different treatment.

            (2) All real (immovable)  property and personal  (movable)  property
            Taxes with respect to Excluded  Assets,  which are  Ordinary  Course
            Administrative  Expense Claims shall be paid when due in cash in the
            ordinary course of business.

            (3) All Taxes with  respect to Acquired  Assets or Excluded  Assets,
            which are Administrative  Expense Claims, but which are not Ordinary
            Course   Administrative   Expense  Claims,  and  all  other  Allowed
            Administrative   Expense  Claims  which  are  not  Ordinary   Course
            Administrative  Expense Claims,  and which are therefore  subject to
            the Administrative  Expense Claim Bar Date will be paid in cash only
            to the  extent  such  claims  are  timely  filed and are  Allowed as
            Administrative  Expense  Claims  by the Court by Final  Order.  Such
            Allowed  Administrative  Expense Claims will be paid on the later of
            the  Effective  Date or ten (10) days after the date such claims are
            Allowed by the Court by Final  Order,  except to the extent a holder
            agrees to a different treatment.

            (4) For the tax year in which the Effective Date occurs,  any income
            Taxes  which  may be owing  for that tax year  shall be deemed to be
            incurred by the Estate,  for  purposes  of the  application  of Code
            Section 503(b)(1)(B), to the extent that such Taxes would be owed if
            the  Effective  Date was the date on which the tax year  closed  for
            Cajun (the "Effective Date Tax Year"). For the tax year in which the
            Petition Date  occurred,  any income Tax which may be owing for that
            tax year  shall be  deemed to be  incurred  by the  Estate,  for the
            purpose of Code Section 503(b)(1)(B), to the extent such Taxes would
            be owed if the  Petition  Date was the  date on  which  the tax year
            began for Cajun (the "Petition  Date Tax Year").  Any unpaid Allowed
            Administrative  Expense Claim for income Taxes through and including
            the Effective Date Tax Year shall be paid from the Purchase Price.

      (c) Ordinary  Course  Administrative  Expense  Claims shall be paid in the
ordinary  course of business  of Cajun as and when  incurred  and due.  Any such
Ordinary  Course  Administrative  Expense Claims incurred prior to the Effective
Date,  and for  which  consideration  has been  provided  to Cajun  prior to the
Effective  Date, but which are not yet due in the ordinary course of business on
the Effective Date, shall be paid by Cajun when due.

      2.2  Administrative Expense Claim Bar Dates

      (a) The Confirmation  Order or a separate Court Order shall set a bar date
for  the  filing  of   Administrative   Expense  Claims  arising  prior  to  the
Confirmation   Date  (the   "Administrative   Expense  Claim  Bar  Date").   Any
Administrative  Expense Claims which are subject to the  Administrative  Expense
Claim  Bar  Date  that are not  filed  on or  prior  to such  bar date  shall be
discharged under the Plan, but shall not be treated as an Administrative Expense
Claim or any other Claim for purposes of distribution under the Plan, whether or
not an objection is initiated.
<PAGE>


SWEPCO/Members                                                           Page 10
Second Amended and Restated Joint Plan of Reorganization

      (b) The Confirmation  Order or a separate Court Order shall set a bar date
for the  filing of  Administrative  Expense  Claims  arising  subsequent  to the
Confirmation   Date,  but  prior  to  the  Effective  Date  (the   "Supplemental
Administrative  Expense Claim Bar Date").  Such  Administrative  Expense  Claims
filed  pursuant to the  Supplemental  Administrative  Expense Claim Bar Date may
only  include  Claims  for the  period  between  the  Confirmation  Date and the
Effective  Date, and may not allege any Claims arising out of or from the period
prior to the  Confirmation  Date.  Any  Administrative  Expense Claims which are
subject to the Supplemental  Administrative  Expense Claim Bar Date that are not
filed on or prior to such bar date shall be discharged under the Plan, but shall
not be  treated  as an  Administrative  Expense  Claim or any  other  Claim  for
purposes  of  distribution  under  the  Plan,  whether  or not an  objection  is
initiated.

      (c) This  subsection  and not  subsections  2.2(a) and (b) shall  apply to
income Taxes described in Code Section 503(b)(1)(B). The Confirmation Order or a
separate  Court  Order  will  set a bar date for the  filing  of  Administrative
Expense  Claims  arising  from  income  Taxes for the  period  beginning  on the
Petition Date and ending on the Effective Date (the "Tax Administrative  Expense
Claim Bar Date"). The Tax Administrative  Expense Claim Bar Date shall be ninety
(90) days after the  Effective  Date,  provided that such ninety (90) day period
shall not begin to run until Cajun shall file an  appropriate  tax return or, in
the case of the Petition  Date Tax Year or the  Effective  Date Tax Year,  until
Cajun shall provide the  equivalent tax return  information  for such tax years.
The tax return for  information  for the purpose of  determining  federal income
Taxes shall be signed under penalty of perjury,  shall  include all  information
that a corporate  income tax return would contain,  and shall be provided to the
Internal  Revenue Service within a reasonable time after the Effective Date. Any
Administrative  Expense  Claim  arising out of an income Tax claim  described in
Code Section  503(b)(1)(B)  subject to the Tax Administrative  Expense Claim Bar
Date that is not filed on or prior to such bar date  shall be  discharged  under
the Plan,  but shall not be treated as an  Administrative  Expense  Claim or any
other  Claim for  purposes  of  distribution  under the Plan,  whether or not an
objection is initiated.  Any Administrative  Expense Claim timely filed pursuant
to this subsection  2.2(c) on or prior to the Tax  Administrative  Expense Claim
Bar Date shall be allowed as filed unless an  objection  to such  Administrative
Expense  Claim is filed and  served  not later than 180 days after the filing of
the  Administrative  Expense Claim,  and,  after notice and a hearing  conducted
pursuant  to the  Bankruptcy  Code and Rules,  the Court  allows such claim in a
lesser amount.

      2.3 Treatment of Pre-Petition,  Priority Tax Claims. The Trustee shall pay
in cash on the  Initial  Distribution  Date  the  full  amount  of each  Allowed
Unsecured  Claim  entitled to priority  under Code  Section  507(a)(8)  from the
Disbursement Accounts either, at the option of the Trustee: (a) on the latest of
(i) the Effective  Date;  (ii) within 60 days after the date on which such Claim
becomes an  Allowed  Claim;  or (iii)  such other time as is agreed  upon by the
holder of such Claim and the Trustee; or (b) through deferred cash payments over
a period to not exceed six (6) years after the date of assessment of such Claim,
of a value as of the date such Claim becomes an Allowed Claim or such other time
as is agreed  upon by the holder of such Claim and the  Trustee.  If the Trustee
opts to make deferred cash payments, such payments shall be made in equal annual
installments  of  principal,  plus simple  interest  accruing from the date such
Claim  becomes an allowed  Claim at 6% per annum.  on the unpaid  portion of the
Allowed  Claim or such  other  rate as the Court  may  approve.  The first  such
payment shall be payable at the latest of (a) the Effective  Date; (b) within 60
days after the date on which such Claim  becomes an Allowed  Claim;  or (c) such
other  time as is  agreed  upon by the  holder of such  Claim  and the  Trustee;
provided,  however,  that the  Trustee  shall  have the right to prepay any such
Allowed Claim or any remaining balance of such Claim, in full or in part, at any
<PAGE>


SWEPCO/Members                                                           Page 11
Second Amended and Restated Joint Plan of Reorganization

time on or after the Effective  Date without  premium or penalty.  The foregoing
treatment is consistent with the requirements of Code Section 1129(a)(9)(C).  In
no event  shall  SWECO or  SWEPCO  be liable  for the  payment  of any Tax claim
allowed under Code Section  507(a)(8) whether such claims are payable in cash or
through deferred cash payments.

              Article III: Classification of Claims and Interests.

      Claims required to be classified under Code Section  1123(a)(1) and Member
Interests are classified as follows:

      3.1 Class 1. All Other  Priority  Claims.  All  Allowed  Unsecured  Claims
entitled to priority  under Code Section  507(a) (other than  507(a)(1) and (8))
shall be treated in Class 1. Class 1 is unimpaired.

      3.2 Class 2. Allowed Secured Claim of RUS. Class 2 consists of the Allowed
Secured Claim of the RUS. Class 2 is impaired.

      3.3 Class 3.  Allowed  Secured  Claim of CoBank.  Class 3 consists  of the
Allowed Secured Claim of CoBank. Class 3 is impaired.

      3.4 Class 4. Allowed  Secured  Claim of Hibernia.  Class 4 consists of the
Allowed Secured Claim of Hibernia. Class 4 is impaired.

      3.5 Class 5. Allowed Other Secured Claims. Class 5 consists of all Allowed
Secured Claims not otherwise  classified  above, if any. Each secured claim will
be treated as a separate  class for purposes of voting and  treatment  under the
Plan. Class 5 is impaired.

      3.6.1 Class 6(a).  Allowed  Convenience  Claims.  The Allowed  Convenience
Claims  consist of all Claims  listed by the  Debtor's  schedules as being in an
amount of $20,000 or less.

      3.6.2 Class 6(b).  Allowed  Unsecured  Claims.  Class 6(b) consists of all
Allowed Unsecured Claims, not otherwise classified, including but not limited to
Members'  claims,1  deficiency  claims and claims  arising from the rejection of
executory contracts. Class 6(b) is impaired.

      3.7   Class 7. Member Interests.  Class 7 consists of the interests of the
Members in the Debtor.  Class 7 is impaired.


-------------------------
      1     The Trustee or other  parties  may contend  that a portion or all of
            the Members'  Allowed  Unsecured  Claims are  subordinated  to other
            Allowed  Unsecured  Claims.  If the  subordination is established by
            Final Order,  some or all of the Members'  Allowed  Unsecured Claims
            will be  treated as  subordinate  to  Allowed  Unsecured  Claims not
            otherwise subject to subordination.

<PAGE>


SWEPCO/Members                                                           Page 12
Second Amended and Restated Joint Plan of Reorganization

                    Article IV: Classes Impaired by the Plan.

      Claimants in Class 1 are UNIMPAIRED under the Plan and, therefore, are not
being solicited to vote on the Plan pursuant to 11 U.S.C. ss. 1126(f). Claimants
and  holders of Member  Interests  in  Classes 2, 3, 4, 5, 6 and 7 are  IMPAIRED
under the Plan and are being solicited to accept or reject the Plan.

      The Proponents, however, specifically reserve the right to contest (1) the
impaired or  unimpaired  status of a class  under the Plan;  and (2) whether any
ballots  cast by  holders  of claims or  interests  in of such  class  should be
allowed to be counted for purposes of confirmation of the Plan.


                   Article V: Treatment of Classified Claims.

      5.1  Class 1. All Other  Priority  Claims.  All  Allowed  Priority  Claims
entitled to priority treatment under Code Section 507(a) (except  Administrative
Expense  Claims in ss.  2.1) shall be paid in cash on the  Initial  Distribution
Date.

      5.2  Class 2.  Allowed  Secured  Claim of the RUS.  The  claims of the RUS
include  its  contingent  liability  arising  out of its  guarantees  of Cajun's
obligations  arising from eight (8) promissory notes payable to First Interstate
Bank of Arizona,  N.A.,  Trustee of  Cooperative  Utility  Trust (Cajun  Series)
("FIB").  FIB has  filed  proofs  of  claim  totaling  $982,648.00  constituting
non-priority,  general  unsecured  claims (the "FIB  Claims").  The RUS has made
payments to FIB pursuant to its  guarantees  of the FIB Claims and to the extent
that RUS has made payments  pursuant to its guarantees,  it is subrogated to the
FIB Claims. To the extent FIB has Claims which are not subrogated to RUS, unless
FIB and RUS agree otherwise, FIB will vote its unsubrogated Claim as a Unsecured
Claim in Class 6 and the amount of the RUS's  Unsecured Claim will be reduced by
the amount of the unsubrogated FIB Claims.  The Allowed Secured Claim of the RUS
shall be treated as follows:

      (a) If the RUS Settlement is approved by separate order of the Court or as
      part of the Confirmation  Order, then in complete and full satisfaction of
      the Allowed  Secured Claim of the RUS, on the Initial  Distribution  Date,
      the RUS will receive

            (1) the  Purchase  Price less  amounts  necessary to pay all Allowed
            Administrative    Expense    Claims,    Allowed    Ordinary   Course
            Administrative  Expense Claims, Allowed Priority Tax Claims, Allowed
            Other  Priority  Claims,  the  Allowed  Secured  Claim of  Hibernia,
            Allowed Other Secured  Claims to the extent  secured by the Acquired
            Assets; and the Settlement Amount payable to the Class 6 Fund;

            (2) all Excluded Assets (or the Net Proceeds  thereof) not otherwise
            subject to liens or interests securing Allowed Other Secured Claims;
            and

            (3) the RUS and the  Committee  of  Certain  Members  have  asserted
            claims to Excess Funds.  If a Final Order is entered in favor of the
            Members,  the funds,  or a portion  thereof,  in accordance with the
            terms of the Final  Order  will be  disbursed  to  Members or to the
            Members' constituents subject to the approval of the LPSC.
<PAGE>


SWEPCO/Members                                                           Page 13
Second Amended and Restated Joint Plan of Reorganization

            Alternatively,  if a Final Order is entered in favor of the RUS, the
            funds or a portion thereof,  in accordance with the Final Order will
            be disbursed to the RUS as part of its Allowed Secured Claim.

      5.3 Class 3.  Allowed  Secured  Claim of CoBank.  CoBank  filed a proof of
claim asserting a secured claim in the amount of  $25,486,702.50  plus interest,
renewal fees,  and expenses.  In June 1983,  pursuant to a Tax Benefit  Transfer
Agreement, Cajun transferred federal income tax ownership of certain property to
the Clorox  Company  ("Clorox").  In July  1983,  Cajun  entered  into a similar
transaction  with Eastman Kodak Company  ("Kodak").  These Tax Benefit  Transfer
Agreements  (the "TBT  Agreements")  require Cajun to issue and maintain for the
benefit  of Clorox  and  Kodak,  respectively,  letters  of credit in  scheduled
amounts which were  expected to be sufficient to reimburse  Clorox and Kodak for
any losses of tax benefits caused by Cajun.

      In  connection  with each TBT  Agreement,  Cajun and New Orleans  Bank for
Cooperatives  ("NOBC"),  CoBank's  predecessor,  executed a Letter of Credit and
Reimbursement  Agreement  (collectively  the "Letter of Credit  Agreements") for
Cajun to reimburse  CoBank if draws were made under the letter of credit  issued
for the  benefit  of Clorox and Kodak.  CoBank  and its  predecessor  have twice
renewed the letter of credit.  The amounts  available as of November  1996 to be
drawn by Clorox and Kodak are  $10,632,750.00 and  $11,309,847.50,  respectively
(the "LC Debt").

      The  LC  Debt  is  purportedly  secured  by  a  Supplemental  Mortgage,  a
Subordinated  Mortgage,  Security Agreement and Financing  Statements as amended
and  supplemented  from time to time, an Act of Collateral  Pledge dated January
23, 1988 and certain  statutory  liens. It is believed that this claim of CoBank
is largely contingent and matures only if a disqualifying event occurs under the
TBT  Agreements  or if  the  letter  of  credit  is  not  renewed  prior  to its
expiration.

      In a proof of claim, filed September 27, 1995 with the Court,  CoBank made
a  Claim  for  certain  loan  obligations  owed  it by  Cajun,  which  Claim  is
represented by the outstanding  principal  balances on four separate  promissory
notes made by Cajun to CoBank,  which notes were  guaranteed by RUS. These notes
(collectively  the  "Incorporated  Indebtedness")  were  incorporated  into  the
indebtedness owed RUS by Cajun pursuant to a certain Debt Restructure Agreement,
dated May 31, 1990,  between RUS and Cajun. No distribution under the Plan shall
be made to CoBank,  on account of the  Incorporated  Indebtedness,  but all such
distributions  shall be made to RUS. In addition,  RUS shall have the sole right
to vote the Claims  represented by the Incorporated  Indebtedness as part of its
Class 2(a)(1) Allowed Secured Claim.

      Under the Plan,  liability  for the  contingent  claims of CoBank shall be
assumed  by SWECO on the  Effective  Date as and to the extent  provided  in the
Asset  Purchase  Agreement,  and SWECO will  execute  with  CoBank new Letter of
Credit  Agreements to further  evidence the purchaser's  assumption.  SWECO will
seek to  structure  the  Asset  Purchase  Agreement  in such a way as to avoid a
disqualifying  event occurring under the TBT Agreements.  However,  in the event
that the sale of Cajun's  assets to SWECO  pursuant  to the  acquisition  or the
implementation of the acquisition or the action or structure of the purchaser on
the  Effective  Date causes the  indemnity  obligation  of Cajun to Kodak and/or
Clorox to mature and a subsequent draw on a letter of credit,  SWECO will assume
the reimbursement  obligation of the Estate to CoBank arising solely as a result
of an act or  omission by SWECO (net of the  existing  cash  collateral  held by
<PAGE>


SWEPCO/Members                                                           Page 14
Second Amended and Restated Joint Plan of Reorganization

CoBank).  If such indemnity  obligation so matures,  CoBank shall apply all cash
collateral it then holds against the reimbursement  obligation,  and SWECO shall
immediately pay the balance of the reimbursement obligation to CoBank, and SWECO
shall be entitled to Cajun's  rights to the future  retirement  payments made by
CoBank to retire the Class E Stock from time to time,  together  with any CoBank
patronage  dividends,  etc.  until  such time as SWECO has been paid in full its
reimbursement  obligation  with  interest.  Following  payment  to  SWECO of any
reimbursement obligation, all future retirement payments and patronage dividends
shall be paid by CoBank directly to the RUS.

      If it is  determined  that a triggering  event  occurred such that Cajun's
indemnity obligation to CoBank matures and constitutes an Administrative Expense
Claim of the Estate,  then CoBank shall apply all cash  collateral it then holds
against the  indemnity  obligation,  and the Estate  shall  immediately  pay the
balance of the indemnity obligation to CoBank. The Estate shall then be entitled
to Cajun's rights in the future retirement payments made by CoBank to retire the
Class E Stock  from time to time,  together  with  future  patronage  dividends,
proceeds, etc., and SWECO shall not assume Cajun's indemnity obligation.

      Subsequent to the Effective Date, if no  disqualifying  event has occurred
under the tax benefit transfer agreements on or prior to the Effective Date, the
contingent  claims of CoBank shall continue to be secured by existing and future
CoBank  Class E  Stock,  proceeds  thereof  and  related  collateral  (including
patronage   dividends,   accumulated  cash  accounts,   CoBank  Class  E  Stock,
retirements  and the  proceeds  thereof)  ("CoBank  Collateral")  as more  fully
described in the Pledge  Agreement  to be entered  into  between  CoBank and the
owners and beneficial  owners of such  collateral,  and CoBank's liens on CoBank
Collateral  and its proceeds  shall not be discharged  or otherwise  released or
extinguished  by  confirmation  of the  Plan,  but shall be  retained  by CoBank
following the Effective Date. In addition,  on the Effective Date,  CoBank shall
be  entitled to charge the  existing  cash  collateral  account it holds for all
unpaid letter of credit fees from the Petition Date through the Effective  Date,
and SWECO shall pay all letter of credit fees  thereafter.  CoBank shall also be
entitled  to  charge  the  existing  cash   collateral   account   $250,000  for
reimbursement  of a portion of its legal fees and  expenses  incurred  since the
inception of the chapter 11 case. On the Effective Date,  however,  CoBank shall
be deemed to have  released any other  mortgage or lien on Cajun or  reorganized
Cajun's  assets  securing  CoBank's  claims,  except for the CoBank  Collateral.
Accordingly,  on and after the Effective Date,  CoBank shall have no interest in
any other  assets,  including,  but not limited to, the Acquired  Assets and the
sales proceeds thereof.

      In addition,  on and after the  Effective  Date of the Plan, to the extent
that the sum of 75% of the face  amount of the  Class E Stock and the  amount of
all funds  accumulated  in the cash  account  held by  CoBank  from time to time
(calculated  quarterly)  exceeds  110%  of  the  then  aggregate  amount  of the
indemnity obligation assumed by SWECO, the excess shall be paid by CoBank to the
RUS.

      If, the RUS, the holder of the CoBank Class E Stock designated by the Plan
is not an  "eligible  borrower" of CoBank,  then CoBank shall issue  replacement
Participation  Certificates  with the only  difference  from the CoBank  Class E
Stock  being the right to vote.  Nothing  contained  in the Plan is  intended to
extinguish or reduce any rights of CoBank against RUS on any RUS guarantee,  nor
any continuing  obligations of RUS to make timely  payments on such  guarantees,
and such  claims  and  obligations  as  between  RUS and  CoBank  shall  survive
confirmation of the Plan.
<PAGE>


SWEPCO/Members                                                           Page 15
Second Amended and Restated Joint Plan of Reorganization

      To the extent any  inconsistencies  exist between (a) ss.3.11 of the Asset
Purchase  Agreement and/or any other provisions of the Asset Purchase  Agreement
and (b) this ss.5.3, ss.5.3 of this Plan shall control the treatment of CoBank's
Allowed Secured Claim.

      5.4 Class 4. Allowed Secured Claim of Hibernia.  The Allowed Secured Claim
of  Hibernia  representing  the  Industrial  Development  bonds,  secured by the
Debtor's current  headquarters,  building and land, shall,  unless Hibernia Bank
agrees  otherwise,  be paid in full in cash  totaling  the amount of its Allowed
Secured Claim on the later of (a) the  Effective  Date or (b) if an objection to
such  claim  has  been  filed,  within  ten  days of the  date on which an order
allowing  such Claim  becomes a Final Order.  Hibernia  shall retain its rights,
liens and security  interests  until its Allowed  Secured Claim is paid in full.
The contingencies contained in previous orders of the Court, upon the occurrence
of which  Hibernia would be required to return the funds  previously  paid to it
are eliminated.  Therefore,  Hibernia will unconditionally retain the funds that
have been paid to it and its claim will be $900,000  (minus any amounts  applied
to principal  when Hibernia  received the payment  pursuant to the June 19, 1997
Order, and any future principal payments  received) plus, as allowed,  interest,
fees,  expenses and premiums and other amounts to Hibernia pursuant to the terms
of the agreements governing these obligations.

      5.5 Class 5. Allowed Other Secured Claims. Each holder of an Allowed Other
Secured  Claim  shall,  at the  Trustee's  option:  (a) be paid,  on the Initial
Distribution  Date, on account of its Allowed  Secured Claim,  cash totaling the
amount of such Allowed  Secured  Claim;  (b) be paid,  on account of its Allowed
Secured Claim,  the Net Proceeds of the sale of any property which is subject to
the lien or interest  securing said Allowed Claim,  which sales shall be made in
accordance  with Code  Section  1129(a)(2)(A)(ii);  or (c) receive the  property
which is subject to the lien or interest  securing  said  Allowed  Claim in full
satisfaction  of the Allowed  Claim of such  holder.  In the event of option (b)
above, such amount shall be paid on the last to occur of (1) the Effective Date,
(2) within ten (10) days after the date on which an order  allowing such Allowed
Other  Secured  Claim  becomes a Final Order,  or (3) within ten (10) days after
closing of a sale of the property  which is subject to the liens  securing  said
Allowed Claim.  In the event of option (c) above,  the property which is subject
to the liens  securing said Allowed Other Secured Claim shall be  transferred on
the later of (1) the  Effective  Date, or (2) as soon as  practicable  after the
date on which an order  allowing such Secured  Claim becomes a Final Order.  Any
such property  transferred to holders of Allowed Other Secured Claims under this
paragraph  shall be  transferred  either by  abandonment of such property by the
Trustee  under  Code  Section  554  or by  transfer  of  such  property  "as-is,
where-is," without  representation or warranty by Debtor or the Trustee,  at the
Trustee's sole option and discretion.

      5.6 Class 6(a) and 6(b). Allowed Unsecured Claims and Allowed  Convenience
Claims. In full and complete  satisfaction of all Allowed Convenience Claims and
Allowed Unsecured  Claims,  holders of such Claims will be paid a Pro Rata share
of the Class 6 Fund. If the RUS Settlement is approved by Final Order or as part
of the Confirmation  Order,  the RUS shall waive its right to distribution  from
the Class 6 Fund on account of its Allowed  Unsecured  Claim, and the members of
the  Committee of Certain  Members  shall waive their right to  distribution  on
account of their Allowed Unsecured Claims.  If, after payment in full of Allowed
Unsecured Claims and Allowed  Convenience  Claims under the Plan (other than the
deficiency  claim of the RUS),  funds remain from the  liquidation of assets and
from successful  avoidance actions,  the RUS, as the sole remaining holder of an
Allowed  Unsecured Claim,  will receive such remaining funds until its unsecured
claim is paid in full.

<PAGE>


SWEPCO/Members                                                           Page 16
Second Amended and Restated Joint Plan of Reorganization

      As a result of the  Bankruptcy  Court's  Reasons for  Decision  entered on
February 11, 1999, no unsecured claims will be purchased or paid by SWEPCO or by
the RUS outside the Plan.  The only  consideration  that  unsecured  claims will
receive is a pro rata share of the Class 6 Fund as set forth herein.

      5.7 Class 7. Member Interests.  The interests of the Members in the Debtor
shall be canceled as of the Effective Date.


                    Article VI: Means for Implementing Plan.

      6.1 Consummation of the River Bend  Settlement.  The River Bend Settlement
shall be consummated  pursuant to the Order and Judgment Approving Settlement by
and among Cajun Electric Power  Cooperative,  Inc.,  Entergy Gulf States,  Inc.,
Entergy  Corporation  and the  Rural  Utilities  Service  of the  Department  of
Agriculture  dated August 26, 1996 (the  "Order").  The Order  provides that the
River  Bend   Settlement  may  be   consummated   independent  of  any  plan  of
reorganization.

      6.2 Sale of Acquired Assets to SWECO.  On the Effective Date,  SWECO shall
purchase the Acquired  Assets and the Acquired  Assets shall be  transferred  to
SWECO pursuant to the terms and conditions of the Asset  Purchase  Agreement,  a
copy of which is attached hereto as Exhibit 1 and incorporated  herein,  for all
purposes. The Purchase Price shall be deposited in the Disbursement Accounts. On
the Effective Date,  unless  otherwise  specifically  provided in this Plan, the
Acquired  Assets shall be  transferred by the Trustee to SWECO free and clear of
all liens,  claims and  interests.  The Trustee  shall be deemed to have entered
into the Asset Purchase Agreement as of the date of the Confirmation Order.

      6.3 Class 6 Fund. The Class 6 Fund shall be  established  and deposited in
one of the  Disbursement  Accounts for purposes of establishing a fund available
for Pro Rata  distribution  to Class 6. The  amount of the Class 6 Fund shall be
the  Settlement  Amount of  $20,240,000  plus all Net  Proceeds  from  Avoidance
Actions.

      6.4 Disbursement  Accounts. On or prior to the Effective Date, the Trustee
shall set up one or more  interest  bearing  accounts  to be  designated  as the
Disbursement Accounts, which account or accounts, shall comply with Code Section
345 except as otherwise  ordered by the Court.  Except as otherwise  provided in
the  Plan,  the  Purchase  Price  and all Net  Proceeds  from  the sale or other
disposition of Excluded  Assets and Avoidance  Actions shall be deposited in the
Disbursement  Accounts with all valid liens and interests  attaching to said Net
Proceeds.

      6.5 Claims Objection Deadline. Each Claim as to which a proof of claim has
been filed prior to the Bar Date or that is listed as undisputed, liquidated and
non-contingent  in the  schedules  filed by the Debtor shall be allowed  without
order of the Court unless an objection thereto is filed and served in accordance
with Bankruptcy Rule 3007 no later than 180 days after the Confirmation  Date or
180 days after such Claim is first filed, whichever is later.
<PAGE>


SWEPCO/Members                                                           Page 17
Second Amended and Restated Joint Plan of Reorganization

      6.6  Disputed or Undetermined Claims and Reserves Therefor.

      (1)   No payments or  distributions  shall be made with  respect to all or
            any portion of a Claim which does not  constitute an Allowed  Claim.
            The Trustee  shall  reserve  funds for the  payment of those  Claims
            which are to receive  distributions  under the Plan and which, as of
            the date of any  distribution,  do not  constitute an Allowed Claim.
            Such  reserve  shall be made by  retaining  an  amount  equal to the
            distribution  such claim would have received from such  distribution
            based on the  lesser  of (i) the  amount of the  Claim,  or (ii) the
            amount in which the Claim shall be estimated  by the Court  pursuant
            to Code Section  502(c) for the purpose of  allowance,  which amount
            shall be the  maximum  amount in which  such  Claim  may  ultimately
            become an Allowed Claim.

      (2)   In order to pay any Administrative  Expense Claim for federal income
            Taxes that may be Allowed and payable  under this Plan,  the Trustee
            shall   reserve  the  amount  of  $20  million   until  the  allowed
            Administrative  Expense  Claim,  if any,  for the  Estate's  federal
            income Tax(es) is paid in full (the "Income Tax Reserve Fund"). Upon
            the  establishment  of the Income Tax Reserve Fund,  the Trustee may
            distribute the remainder of the Purchase  Price,  in accordance with
            the  provisions of this Plan and shall be absolved and released from
            any  personal  liability  for the  Estate's  federal  income  Taxes;
            notwithstanding the foregoing,  the Trustee shall be obligated under
            this Plan to distribute to the United States of America  through the
            Internal  Revenue Service (the "IRS" any amounts  necessary from the
            Income  Tax  Reserve  Fund to  satisfy  any  Allowed  Administrative
            Expense Claim for the Estate's  federal  income Taxes.  In the event
            the Allowed  Administrative  Expense Claim for the Estate's  federal
            income Taxes exceeds the Income Tax Reserve Fund,  the  governmental
            entities,  the RUS and the IRS,  will  resolve any issues  regarding
            disgorgement  of funds between  themselves,  in accordance  with the
            terms of this paragraph. If the allowed Administrative Expense Claim
            for the  Estate's  federal  income Taxes is less than the Income Tax
            Reserve  Fund,  then,  after  payment of the allowed  Administrative
            Expense Claim for federal income taxes in full, the remainder of the
            Income Tax Reserve Fund shall be distributed in accordance  with the
            provisions  of this Plan.  In the event the  Allowed  Administrative
            Expense  Claim for the Estate's  federal  income  Taxes  exceeds the
            Income Tax Reserve  Fund,  the RUS shall  disgorge part of the funds
            distributed  to it  pursuant  to  this  Plan  sufficient  to pay any
            remaining  amounts  due to the IRS in order to satisfy  the  allowed
            Administrative  Expense Claim for the Estate's  federal income Taxes
            in Full. In the event that this  subsection  6.6(2) is complied with
            and a $20 million  reserve fund is  established,  then,  in no event
            shall the IRS be entitled to disgorgement  of, nor shall the Trustee
            be required to recover by  disgorgement,  any funds  distributed  to
            creditors other than the RUS under this Plan in order to satisfy the
            Allowed Administrative Expense Claim for the Estate's federal income
            Taxes.

      6.7  Implementation.  Pursuant to Code Section 1142(b) and Bankruptcy Rule
7070, the Trustee shall execute or deliver any and all documents or instruments,
or to perform any other act necessary to implement or  consummate  this Plan. If

<PAGE>


SWEPCO/Members                                                           Page 18
Second Amended and Restated Joint Plan of Reorganization

the  Trustee  refuses to comply  with such  direction,  the Court may direct the
Trustee's  compliance with the Plan, or direct the U.S. Trustee to appoint a new
trustee to implement and consummate this Plan.


                        Article VII: Executory Contracts.

      7.1 Supply Contracts.  With respect to Members Supply  Contracts,  Members
have the following options:

      (a)   Members  who shall have  agreed in writing  by May 14,  1999,  shall
            execute new power supply agreements with SWECO  substantially in the
            form of Exhibit 2 or,  alternatively,  substantially  in the form of
            Louisiana Generating's  consensual power supply agreement (excluding
            Exhibits  F and G to such  agreement)  filed  March 18,  1998  which
            agreement will supersede and replace such Member's Supply Contract;

      (b)   In the event a Member has not, on or before May 14,  1999,  provided
            SWEPCO with a written  notice that it agrees to execute either power
            supply agreement referenced in (a) above, then the Member's existing
            Supply Contract will be rejected on the Effective Date;

      (c)   If a Member's  Supply  Contract is rejected per paragraph (b) above,
            SWECO will provide  power to the Member  during a transition  period
            not to exceed sixty (60) months until the Member  negotiates a power
            supply agreement with another  supplier.  The power will be provided
            on  terms  and  conditions   acceptable  to  SWECO  and  subject  to
            appropriate regulatory approval.

      7.2 River Bend JOA.  Cajun shall be deemed to have rejected the River Bend
JOA.

      7.3 Big Cajun II,  Unit 3 JOPOA.  The Big Cajun II,  Unit 3 JOPOA  will be
assumed by the Trustee and assigned to SWECO on the Effective Date.

      7.4 All Other  Executory  Contracts.  On the Effective  Date,  the Trustee
shall be deemed to reject all other executory contracts of the Debtor, except as
may expressly be otherwise set forth in the Asset  Purchase  Agreement,  and for
executory  contracts  identified on a list of assumed executory  contracts which
has been filed by SWEPCO with the Court.  The contracts so  identified  shall be
deemed  assumed as of the  Effective  Date.  All payments  necessary to cure any
defaults  on  contracts  to be assumed and  assigned to SWECO,  shall be paid as
Administrative  Expense  Claims  under  Section 2.1 on the Initial  Distribution
Date.


                     Article VIII: Miscellaneous Provisions.

      8.1  Voting.   All of the classes (except Class 1) are eligible to vote on
the Plan.

      8.2  Cramdown.  In the event any class of creditors  that is impaired does
not accept the Plan as provided in Code Section  1129(a)(8)(A),  the  Proponents
request that the Court confirm the Plan pursuant to Code Section 1129(b).
<PAGE>


SWEPCO/Members                                                           Page 19
Second Amended and Restated Joint Plan of Reorganization

      8.3  Modifications of the Plan. The Proponents may jointly modify the Plan
in accordance with Code Section 1127.

      8.4 U.S.  Trustee  Fees.  All fees  payable by the Debtor  pursuant  to 28
U.S.C.ss. 1930 have  been paid  or shall be paid as of the Effective Date by the
Trustee.

      8.5 Release.  In consideration  for agreements made by each of the parties
set forth herein in connection  with the terms and  conditions of the Plan,  the
Trustee  shall,  on the  Effective  Date,  release and  discharge  all direct or
derivative rights,  claims and causes of action which constitute property of the
Estate,  including  but not limited to claims under Code Sections 506, 510, 542,
543,  544,  545,  546,  547,  548,  549,  550,  551 and 553,  and any state laws
corresponding thereto,  arising prior to the Effective Date, against (i) SWEPCO,
SWECO,  Central and South West  Corporation,  and their  respective  current and
former  Representatives,  and,  (ii) if the RUS  Settlement is approved by Final
Order or as part of the Confirmation  Order, the RUS and its respective  current
and former Representatives.

      8.6 Setoffs.  Subject to the limitations provided in Code Section 553, all
parties retain their rights of setoff or recoupment  pursuant to applicable law.
Neither the failure to set off the Estate's claim nor the allowance of any Claim
hereunder  shall  constitute a waiver or release by the Estate of any such claim
that the Estate may have  against the holder,  nor shall it  constitute a bar by
res judicata  and/or  collateral  estoppel to the  assertions of Claims,  either
prepetition or postpetition, by the Estate as the case may be.

      8.7 Surrender of Instruments and Release of Liens. Each claimant who is to
receive  distributions  under  the Plan in  satisfaction  of a Claim  shall  not
receive such distributions until such claimant executes a release of any lien(s)
(in recordable  form if appropriate)  and delivers the same to the Trustee.  Any
such claimant that fails to surrender such instrument or satisfactorily  explain
its non-availability or to execute such release of liens shall be deemed to have
no further Claim and shall not participate in any distribution under the Plan.

      8.8 Conditions to Effectiveness.  This Plan shall not become effective and
the Effective Date will not occur until the following  conditions  have been met
or shall have been waived in writing by SWEPCO:

          (a)  All  conditions  specified  in  Article  VI:   "Conditions to the
               Acquisition" in the Asset Purchase Agreement;

          (b)  Judgment(s)  that are Final  Order(s)  shall  have  been  entered
               determining that GSU has no liability to Burlington  Northern and
               Santa Fe Railway Co., American Commercial Marine Service Company,
               Triton Coal Company or Western Fuels Association  relating to any
               obligations,  contractual or otherwise, owed or contracted for by
               Cajun to or with such entities;

          (c)  No order or  judgment  shall  have been  entered  in favor of any
               entity determining that GSU has liability to such entity relating
               to any obligations,  contractual or otherwise, owed or contracted
               for by Cajun to or with such entity; and
<PAGE>


SWEPCO/Members                                                           Page 20
Second Amended and Restated Joint Plan of Reorganization

          (d)  Court approval in the confirmation  Order or by separate Order of
               the RUS Settlement.  Notwithstanding  the first above sentence to
               Section  8.8,  this  condition  (d) may not be  waived  solely by
               SWEPCO. without the written consent of the RUS.

      8.9 Fees and  Expenses.  Pursuant to Code  Section I  123(a)(4),  fees for
services, costs and expenses incurred in connection with Cajun's bankruptcy case
or in  connection  with  the Plan  and  incident  to  Cajun's  bankruptcy  case,
including, but not limited to the reasonable fees, costs and expenses of secured
creditors, parties to unexpired leases or executory contracts to be assumed, and
indenture trustees shall be subject to approval of the Court.


                 Article IX: Reservation of Rights and Property.

      9.1 Causes of Action.  Except for  claims  expressly  settled or  released
pursuant  to this  Plan,  and claims set forth in the  following  sentence,  the
Trustee shall retain all causes of action it may have under state or federal law
including the United States  Bankruptcy  Code, and the Trustee in his discretion
shall be authorized to prosecute  (or not  prosecute)  any such actions as fully
and completely as if the same were being  prosecuted by a trustee in bankruptcy.
The Trustee shall be provided with a litigation fund to pay fees and expenses in
pursuing  such  causes of action in the  amount of  $150,000  from the  purchase
price,  and such  amount  shall be  reserved  as an  anticipated  administrative
expense. Any reasonable fees and expenses incurred in pursuing avoidance actions
that exceed such $150,000, up to a maximum of $500,000,  and that are allowed by
the Bankruptcy Court, may be paid as  administrative  expenses from the proceeds
of the  avoidance  actions  and  from  the cash in the  estate,  other  than the
purchase price cash. All claims and causes of action of the estate of any nature
or kind, known or unknown,  asserted or unasserted which arise from or relate to
the assets  purchased by and conveyed to SWECO,  shall on the Effective  Date be
deemed assigned and conveyed to SWECO.

      9.2 Vesting of Property in Trustee and SWECO.  On the Effective  Date, all
of the  property of the Estate that is not sold to SWECO,  if any, or  otherwise
liquidated  shall be vested in the  Trustee,  free and clear of all  Claims  and
interests  of creditors  except as provided for in the Plan,  and the Trustee at
his election shall be entitled to liquidate such assets without further order of
the Court  pursuant to Code Section 114 1 (b) or transfer them to any lienholder
in full satisfaction of the secured claim on such assets. Upon the completion of
the liquidation of the assets or re-vesting in the Trustee,  if any, the Trustee
shall cause and  implement the  dissolution  of Cajun under  Louisiana  law. All
assets  conveyed to SWECO (i.e. the Acquired  Assets) shall be conveyed free and
clear of all liens, claims,  interests and encumbrances,  whether lien claims or
otherwise, unless otherwise specifically authorized by this Plan. The conveyance
to  SWECO  shall  further  be free  and  clear of any  claims  of  successorship
liability,  and  SWECO  shall  have no  successor  liability  as a result of its
purchase of the Acquired  Assets,  or as a result of any provisions of this Plan
or of the Asset Purchase Agreement.


                         Article X. Required Approvals.

      The  effectiveness  of the  Plan  and the  obligations  of the  Proponents
hereunder  are  subject to  regulatory  approvals  by Final  Order and all other
conditions as set forth in the Asset Purchase Agreement. The boards of directors
of the Proponents reserve the right to approve all final closing documents.

<PAGE>


SWEPCO/Members                                                           Page 21
Second Amended and Restated Joint Plan of Reorganization


                     Article XI. Retention of Jurisdiction.

After  confirmation  of the Plan,  the Court shall retain  Jurisdiction  for the
following purposes:

(1)   For the  classification of Claims and for the re-examination of any Claims
      that have been allowed for purposes of voting,  and the  determination  of
      such objections as may be filed to Claims.  The failure to object to or to
      examine  any Claim for the  purpose of voting  shall not be deemed to be a
      waiver of the right to object to, or  re-examine  the Claim in whole or in
      part;

(2)   For  determination  of all questions and disputes  regarding  title to the
      assets  of  the   estate,   determination   of  all   causes  of   action,
      controversies,  disputes,  or conflicts,  whether or not subject to action
      pending as of the date the  Confirmation  Order is  entered,  between  the
      Trustee and any other party,  including  but not limited to, any rights of
      the Trustee to prosecute Avoidance Actions, and to recover money or assets
      pursuant to the provisions of the Bankruptcy Code;

(3)   For the  correction  of any  defect,  the curing of any  omission,  or the
      reconciliation of any inconsistency in this Plan or the Confirmation Order
      as may be necessary to carry out the purposes and intent of this Plan;

(4)   To consider any matters  brought  before the Court by an interested  party
      necessary to carry out the terms, conditions and intent of this Plan;

(5)   For the  modification  of this Plan  after  confirmation  pursuant  to the
      Bankruptcy Rules and the Bankruptcy Code;

(6)   To enforce and interpret the terms and conditions of this Plan;

(7)   To enter any order, including injunctions, necessary to enforce the title,
      rights  and  powers  of  the  Debtor  and  to  impose  such   limitations,
      restrictions,  terms and conditions of such title,  rights,  and powers as
      this Court may deem necessary;

(8)   To determine  whether a default has  occurred  under the Plan or the Asset
      Purchase  Agreement,  and make such orders as the Court deems necessary to
      enforce the provisions of the Plan or the Asset Purchase Agreement; and

(9)   To enter an order concluding and terminating this case.

Respectfully submitted on this 19th day of April, 1999.






<PAGE>


                                           COMMITTEE OF CERTAIN MEMBERS OF CAJUN
                                           ELECTRIC POWER COOPERATIVE, INC.

                                           By:  /s/ John M. Sharp
                                           John M. Sharp, One of its Counsel
Melanie Rovner Cohen
Benjamin D. Schwartz
Altheimer & Gray
10 South Wacker Drive, Suite 4000
Chicago, Illinois 60606-7482
312-715-4000

John M. Sharp (Bar No. 19149)
A Professional Law Corporation
14481 Old Hammond Highway, Suite 2
Baton Rouge, LA 70816
504-273-8510
                                           SOUTHWESTERN ELECTRIC POWER
                                           COMPANY, INC.

                                           By:  /s/ Bobby S. Gilliam
                                           Bobby S. Gilliam, One of its Counsel
Bobby S. Gilliam (Bar No. 6227)
Wilkinson, Carmody & Gilliam
1700 Beck Building
Shreveport, La 71166
318-221-4196

Henry J. Kaim
Edward L. Ripley
Patricia B. Tomasco
Sheinfeld Maley & Kay, P.C.
100 1 Fannin, Suite 3700
Houston, TX 77002
713-658-8881                               WASHINGTON-ST. TAMMANY ELECTRIC
                                           COOPERATIVE, INC.


                                           By:  /s/ Charles M. Hughes, Jr.
                                           Charles M. Hughes, Jr., One of its
                                            Counsel
Charles M. Hughes, Jr.
Talley, Anthony, Hughes & Knight
4565 LaSalle Street
Suite 300 Acadian Bank Building
Mandeville, Louisiana 70448
504-624-5010