Exhibit 2.2

                      IN THE UNITED STATES BANKRUPTCY COURT

                      FOR THE MIDDLE DISTRICT OF LOUISIANA

IN RE:                                ss.            CIVIL ACTION NO. 94-2763-B2
CAJUN ELECTRIC POWER                  ss.
COOPERATIVE, INC.,                    ss.           BANKRUPTCY CASE NO. 94-11474
                                      ss.
            DEBTOR.                   ss.                             CHAPTER 11
                                      ss.
Federal Tax Id. No. 72-0655799        ss.









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



<PAGE>


                                TABLE OF CONTENTS

   SUMMARY OF MATERIAL CHANGES TO
   SECOND AMENDED JOINT PLAN OF REORGANIZATION ................................1

   SUMMARY OF AMENDMENTS
   TO POWER SUPPLY AGREEMENT ..................................................2

I.  INTRODUCTION AND OVERVIEW .................................................3

  A. Introduction .............................................................3

   B. Overview of Plan.........................................................4
      1.  Summary of transactions to occur pursuant to Plan....................4
      2.  Summary of events since November 1996................................4
      3.  Summary of classification, treatment, and likely 
          distributions under the Plan.........................................5
          a. Unclassified Claims...............................................5
          b. Classified Claims.................................................5

II. SUMMARY OF THE PLAN

  A. Identification of Proponents and Purchaser ...............................7

  B. Description of Proposed Asset Purchase Agreement..........................7

  C. Liquidation of Cajun .....................................................7

  D. Summary of Plan...........................................................8
     1.  Member Rates and the Proposed Power Sales Agreements..................8
     2.  Executory Contracts and Unexpired Leases..............................8
         Supply Contracts......................................................8
     3.  Discharge of Cajun....................................................9
     4.  Conditions to Confirmation and Effectiveness of the Plan..............9
     5.  Reimbursement of Costs and Fees.......................................9

  E. Means for Implementation of the Plan.....................................10
      1. Sale of Acquired Assets to SWECO.....................................10
      2. Disbursement Accounts................................................10
      3. Other Causes of Action...............................................11

III. CONFIRMATION AND TECHNICAL
      ISSUES RELATIVE TO THE PLAN.............................................11

  A. Classification Issues under Section 1122.................................11

  B. Confirmation Issues under Sections 1123 and 1129.........................12

                                        i

<PAGE>

  C. Risk Factors ............................................................13
       Conditions Precedent ..................................................13
          a. Regulatory Issues Applicable to SWECO............................14
          b. Public Utility Holding Company Act ..............................14
       4. Confirmation Objections.............................................15
       5. Other lssues........................................................15

IV. POST CONFIRMATION DATE OFFICERS AND DIRECTORS.............................15

       Trustee's Plan.........................................................16

VI. CONCLUSION................................................................16



                                       ii


<PAGE>


                         SUMMARY OF MATERIAL CHANGES TO
                   SECOND AMENDED JOINT PLAN OF REORGANIZATION

      In general,  the  structure  and  treatment  under the Second  Amended and
Restated Joint Plan of Reorganization (the "Plan") for most of the creditors and
members  contained in these amendments  remains the same from the March 18, 1998
Plan (as amended). The major changes are as follows.

             (1)  The treatment for unsecured  claims under the Plan remains the
                  same,  pro rata  distribution  from the  Class 6 Fund  without
                  dilution by the RUS's  approximate $3 billion unsecured claim.
                  No trade claims will be purchased or paid by either  SWEPCO or
                  the RUS outside the Plan (this is not a plan change).

             (2)  Members  will have the option to enter  into the Power  Supply
                  Agreement  attached  as  Exhibit  2  or  the  March  18,  1998
                  Louisiana   Generating   Consensual   Power  Supply  Agreement
                  (excluding  Exhibits  F and G) with  SWECO  to  supersede  and
                  replace the  existing  Supply  Contract.  If a Member does not
                  provide  written  notice to SWEPCO on or before  May 14,  1999
                  that it agrees to accept either of the foregoing  power supply
                  agreements,  such Member's  existing  Supply Contract shall be
                  rejected on the  Effective  Date. In the event of a rejection,
                  upon  request,  SWECO shall provide power to such Member for a
                  transition  period  not to  exceed  60  months  on  terms  and
                  conditions acceptable to SWECO, and subject to its approval by
                  the LPSC.

             (3)  To the  extent  that any of  Cajun's  assets  are not owned by
                  Cajun directly but are owned by a joint venture in which Cajun
                  is a joint  venturer,  SWECO  will  be  buying  Cajun's  joint
                  venture interest in such joint venture.

             (4)  WST which was  previously  part of the  Committee  of  Certain
                  Members is now a Plan Proponent.

                                            1

<PAGE>


                              SUMMARY OF AMENDMENTS
                            TO POWER SUPPLY AGREEMENT

The following is a summary of modifications to the Power Supply Agreement:

      (1)   A new levelized and fixed demand rate option was added.

      (2)   The demand rates were "rolled back" so that the same first-year rate
            is available through year 2000.
  
      (3)   The fixed fuel  factors were  corrected so as to properly  reflect a
            reduction of 1/4 mill.

      (4)   The extended outage provision  provides an offset to the Members for
            power  purchase  costs during an outage down to SWECO's debt service
            and provides that economic  power  purchased  during the outage will
            reduce the Member's fuel costs.














                                        2
<PAGE>


                       1. INTRODUCTION AND OVERVIEW

A.    Introduction

      Pursuant to 11 U.S.C. ss. 1125,  SWEPCO,  the Committee of Certain Members
("CCM") and Washington - St. Tammany Electric Cooperative,  Inc. ("WST") provide
this Supplemental  Disclosure  Statement to disclose adequate information to the
creditors of Cajun Electric Power  Cooperative,  Inc.  ("Cajun").  A copy of the
SWEPCO/CCM/WST Plan dated April 19,1999 accompanies this Supplemental Disclosure
Statement. This Supplemental Disclosure Statement has been drafted in the spirit
of 11 U.S.C. ss.  1125(a)(1),  which defines "adequate  information"  within the
context of the debtor's particular  circumstances and typical creditors. In this
case,  the  creditors  are  sophisticated,   have  access  to  vast  amounts  of
information, and already possess a virtually complete understanding of Cajun and
its business.  This Supplemental  Disclosure Statement contains information that
is  pertinent to the Plan,  while not  attempting  to reproduce  all the general
information  relevant  to  Cajun  and  its  business  contained  in  the  Master
Disclosure   Statement   submitted  by  the  Trustee  (the  "Master   Disclosure
Statement") or the Supplemental  Disclosure  Statement filed in November 1996 by
SWEPCO  and the  then  Members  Committee,  and  sent to you at that  time.  The
Proponents reserve the right under the Plan to ask that the Plan be confirmed by
the Court pursuant to 11 U.S.C. ss. 1129(b),  notwithstanding the failure of all
impaired classes to vote in favor of the Plan.

      All terms  defined in  Article I of the Plan shall have the same  meanings
when used  herein.  The reader is advised to review  such  definitions  prior to
reviewing this Supplemental  Disclosure Statement.  THE EFFECTIVE PURCHASE PRICE
(BASED  UPON  CURRENT  TREASURY  YIELDS)  UNDER  THE   SWEPCO/CCM/WST   PLAN  IS
APPROXIMATELY  $1.02  BILLION.

THIS SUPPLEMENTAL  DISCLOSURE STATEMENT,  THE PREVIOUS  SUPPLEMENTAL  DISCLOSURE
STATEMENT,  THE  TRUSTEE'S  DISCLOSURE  STATEMENT  AND THE PLAN ARE AN  INTEGRAL
PACKAGE AND ALL MUST BE  CONSIDERED  IN ORDER FOR THE CREDITOR TO BE  ADEQUATELY
INFORMED.


                                        3
<PAGE>


NO REPRESENTATIONS  CONCERNING THE DEBTOR, ITS FUTURE BUSINESS  OPERATIONS,  THE
VALUE OF  PROPERTY  OR THE VALUE OF ANY  PROMISSORY  NOTES OR OTHER  SECURITY OR
PROPERTY TO BE ISSUED OR EXCHANGED  UNDER THE PLAN ARE AUTHORIZED  OTHER THAN AS
SET FORTH IN THIS SUPPLEMENTAL  DISCLOSURE,  OR THE MASTER DISCLOSURE STATEMENT.
ANY  REPRESENTATIONS  OR INDUCEMENTS  MADE TO INDUCE ANY ACTION BY YOU WHICH ARE
OTHER  THAN  AS  CONTAINED  IN THIS  SUPPLEMENTAL  DISCLOSURE  STATEMENT,  OTHER
APPROVED SUPPLEMENTAL DISCLOSURE STATEMENTS, AND THE MASTER DISCLOSURE STATEMENT
SHOULD  NOT BE  RELIED  UPON BY YOU IN  ARRIVING  AT  YOUR  DECISION,  AND  SUCH
ADDITIONAL REPRESENTATIONS AND INDUCEMENTS SHOULD BE REPORTED TO COUNSEL FOR THE
PROPONENTS WHO IN TURN SHALL DELIVER SUCH  INFORMATION  TO THE BANKRUPTCY  COURT
FOR SUCH ACTION AS MAY BE DEEMED APPROPRIATE.

NOT ALL OF THE  INFORMATION  CONTAINED  HEREIN HAS BEEN  SUBJECT TO A  CERTIFIED
AUDIT.  THE  PROPONENTS  DO NOT WARRANT OR REPRESENT  THAT SUCH  INFORMATION  IS
WITHOUT INACCURACY, ALTHOUGH REASONABLE EFFORT HAS BEEN MADE TO BE ACCURATE.

B.    Overview of Plan

      1. Summary of transactions to occur pursuant to Plan.

            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
(subject to  adjustments  as provided in the Asset  Purchase  Agreement  and the
Plan) is $1.02 billion (at current treasury  yields).  The Plan  incorporates an
already  Court-approved  settlement of a variety of pending litigation involving
the lien claims of the Rural Utilities  Service ("RUS").  In addition,  the Plan
incorporates  the River Bend  Settlement  negotiated  among the  Proponents  and
Entergy  Gulf  States,  Inc.  ("GSU").  The Plan  achieves  the goal of offering
competitive  wholesale  rates to the  Members,  maximizing  value  to the  Cajun
estate, and satisfying the concerns of the LPSC.

      2. Summary of events since November 1996.

            In November  1996 there were three plans  competing for the purchase
of Cajun's  non-nuclear  assets.  One of those bidders,  Enron Capital & Trading
Resources  has  withdrawn.  On December  6, 1996,  creditors  and members  voted
overwhelmingly  in numbers to support the SWEPCO plan of  reorganization,  dated
November 18, 1996. At that time, the RUS, which holds claims in excess of $4

                                       4
<PAGE>


billion,   voted   against  the  SWEPCO  plan.   Creditors   and  members  voted
overwhelmingly   in  numbers  against  the  Trustee's   November  1996  plan  of
reorganization.  Based upon a settlement the Trustee  initially reached with the
RUS in November 1996, the RUS voted to support the Trustee's  Plan. The hearings
to consider  confirmation of the competing plans and related  litigation started
in December 1996 and continued until May, 1998.  During that time, the competing
plans have been amended several times and  settlements  have been reached by and
among some of the parties.

      In  February  1999,  the  Bankruptcy  Court  denied  confirmation  of  the
Trustee's  Plan and  granted  relief to  SWEPCO  and the CCM in  Adversary  Pro.
96-1052.  The Court also denied  confirmation  of the SWEPCO/CCM Plan based upon
specifically   identified   grounds.  At  the  same  time,  the  Court  approved
settlements  reached between (i) the Trustee and the RUS and (ii) SWEPCO/CCM and
the RUS, on issues relating to the liens and security  interests the RUS asserts
against substantially all of Cajun's property.  The RUS has agreed to accept its
treatment  under the Plan.  By Order of the Court,  the Plan  proponents  are to
serve out their  amended plans on April 16, 1999 and file those amended plans on
April 19, 1999.

      3.    Summary of classification, treatment, and likely distributions under
            the Plan.
      Generally,  the structure classification  and treatment  contained in this
Plan  has  not  changed from  the  November 1996 Plan.  The  classification  and
treatment of claims is noted below.

            a.    Unclassified Claims.

                  Allowed  Administrative Expense Claims will be paid in full in
cash on the Effective Date.  Allowed Priority Tax Claims will be paid in full in
cash on the  Effective  Date or through  deferred  cash  payments over six years
after the date of assessment. No change from the previous plan.

            b.     Classified Claims.

                  The following  summarizes the classification of the Claims and
Interests under the Plan. For a detailed  description of each Class, see Section
II-Description of the Plan.

                                        5
<PAGE>


            Class 1:    All Other Priority Claims
            Class 2:    Allowed Secured Claim of RUS
            Class 3:    Allowed Secured Claim of CoBank
            Class 4:    Allowed Secured Claim of Hibernia Bank
            Class 5:    Allowed Other Secured Claims
            Class 6(a): Allowed Convenience Claims
            Class 6(b): Allowed Unsecured Claims
            Class 7:    Member Interests

The  following  table  summarizes  the treatment of Allowed  Claims  against and
Allowed  Interests  in  the  Debtor  and  corresponding   distributions  as  the
Proponents are best able to estimate at this time. Reference is made to the more
detailed  descriptions  in the Plan and in  Section  II  hereof.  Each  class is
treated  as a  separate  and  distinct  class for all  purposes  under the Plan,
including for voting purposes.

                                          Impair-
 Class   Description of Class              ment    Treatment
-------------------------------------------------------------------------------
   1     All Other Priority Claims          No     Paid in full on Effective
                                                   Date
-------------------------------------------------------------------------------
   2     Allowed Secured Claim of RUS       Yes    All liquidation proceeds
                                                   less cash sufficient to pay 
                                                   all administrative and 
                                                   priority claims and pay
                                                   unsecured claims to the
                                                   extent provided for in the 
                                                   RUS Settlement.
-------------------------------------------------------------------------------
   3     Allowed Secured Claim of CoBank    Yes    SWECO will enter into a new
                                                   agreement with CoBank
                                                   intended to avoid a
                                                   disqualifying even under the
                                                   Tax Benefit Transfer
                                                   Agreements, and to allow
                                                   SWECO to acquire the Debtor's
                                                   ownership in Big Cajun, Unit
                                                   3 and the Debtor's ownership 
                                                   of equity in CoBank. CoBank
                                                   shall release its liens on 
                                                   all assets other than the
                                                   equity in CoBank.
-------------------------------------------------------------------------------
   4     Allowed Secured Claim of           Yes    Payment in accordance with
         Hibernia Bank                             payment schedule on
                                                   outstanding  bonds;  or  from
                                                   cash   upon  sale  of  assets
                                                   securing such claim.
-------------------------------------------------------------------------------
   5     Allowed Other Secured Claims       Yes    Payment in cash upon sale
                                                   of assets, or transfer of
                                                   property securing such claim 
                                                   in full satisfaction of 
                                                   claim.
-------------------------------------------------------------------------------
                                        6


<PAGE>

-------------------------------------------------------------------------------
6        (a) Allowed Convenience Claims      Yes    Share pro rata in Class 6
                                                    Fund which consists of
                                                    $20.24 million
         (b) Allowed Unsecured Claims               plus  the  net  proceeds  of
                                                    avoidance  actions,  without
                                                    dilution by RUS's  unsecured
                                                    claim.
-------------------------------------------------------------------------------
7        Member Interests                    Yes    No distribution.
-------------------------------------------------------------------------------

            The  amounts  of Claims in the  various  classes  and the  number of
holders of such claims  cannot be exactly  determined.  In addition,  the actual
Distributions  under the Plan may vary  from the  recoveries  noted  below for a
variety of reasons.  The  Trustee  and SWEPCO  estimates  of  unsecured  claims,
including the potential  rejection  damages  claims of the entities which supply
coal and coal transportation services to Cajun (the "Fuel Chain") are based upon
testimony  during the hearings on the Trustee's  settlements with the Fuel Chain
that took place in 1997. The Trustee's estimate at the time was $648 million for
Class 6 and  SWEPCO's  estimate at that time was $122 million for Class 6. Based
upon these estimates,  the distribution for Class 6 could range from 3% to 16.5%
for Class 6 Claims,  assuming no  realization  of net  proceeds  from  avoidance
actions.  These  numbers have not been updated;  however,  the Fuel Chain claims
should be lower under both sets of  estimates  due to the  passage of time.  The
Fuel Chain  claims have not been  allowed at this time.  The  Proponents  cannot
estimate with  complete  accuracy the amount of claims that  ultimately  will be
allowed distribution to Class 6 creditors.

                             II. SUMMARY OF THE PLAN

A.    Identification of Proponents and Purchaser.

      SWEPCO, CCM and WST are the  proponents of the Plan. The CCM consists of 6
distribution   cooperatives  who  are  members  of  Cajun.   Claiborne  Electric
Cooperative  ("Claiborne") also supports the Plan. Together,  the CCM, Claiborne
and  WST  constitute  approximately  70% of the  total  Cajun  member  load.  In
addition,  CLECO,  as  successor  to Teche  Electric,  supports  the  Plan.  The
prospective purchaser SWECO is an affiliate of SWEPCO.

B.    Description of Proposed Asset Purchase Agreement.

      Under the Plan,  SWECO will purchase certain   non-nuclear assets referred
to as the Acquired  Assets  at  the  Purchase  Price  of  $940.5  million  (with
adjustments)  which, at current  treasury yields,  is $1.02 billion.  A true and
correct copy of the Asset  Purchase  Agreement is attached as Exhibit "1" to the
Plan.

C.     Liquidation of Cajun

      The Plan  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

                                        7
<PAGE>


of such liquidation distributed in accordance with the Plan; or (ii) conveyed by
the Trustee to the lienholder of such assets.

D.    Summary of Plan

      The  treatment  of the  Allowed  Secured  Claim  of RUS has  already  been
approved by the Court.  That settlement is  incorporated  into the Plan. The RUS
will receive all proceeds from the liquidation of Cajun's assets after deduction
of the funds  necessary to (i) pay other secured  claims in accordance  with the
Plan;  (ii) pay all  Administrative  and Priority  Claims in full; and (iii) the
Class 6 Fund  which  consists  of  $20.24  million  and the  net  proceeds  from
avoidance actions.  The holders of Allowed Unsecured Claims, other than the RUS,
will  receive a Pro Rata  share of the  proceeds  of the  Class 6 Fund.  Neither
SWEPCO  nor the RUS  will be  purchasing  or  paying  the  claims  of any  trade
creditors  outside the Plan, per the Court's ruling on February 11, 1999.  Thus,
the pro rata distribution from the Class 6 Fund is the only distribution Class 6
creditors  will  receive.  CoBank and  Hibernia,  the holders of the Class 3 and
Class 4 secured claims, respectively, have already agreed to their treatment and
the Plan incorporates that treatment as well.

      1.    Member Rates and the Proposed Power Sales Agreements

            SWECO  has reached an agreement  on the terms  of a new Power Supply
Agreement with the CCM,  Claiborne and WST which is attached as Exhibit 2 to the
Plan. The contract reflects a long term commitment for competitive  rates over a
25-year period.

      2.    Executory Contracts and Unexpired Leases

            Supply  Contracts.   With respect to Members  existing  power supply
agreements, 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.

                                        8
<PAGE>


      3.    Discharge of Cajun.

            The Plan provides for the  liquidation of  substantially  all of the
assets of Cajun. Consequently,  Cajun will not receive a discharge of its debts.
However,  all transfers of assets  contemplated under the Plan are made free and
clear of all liens,  claims and encumbrances  unless otherwise  specified in the
Plan. Distributions will be made from the proceeds of such transfers pursuant to
the terms of the Plan in full and complete  satisfaction  of such liens,  claims
and encumbrances except as otherwise expressly specified in the Plan.

      4. Conditions to Confirmation and Effectiveness of the Plan.

            The sale  transaction  is  contingent  upon  several  conditions  to
closing set forth in the Asset Purchase Agreement including, but not limited to,
obtaining  the  necessary  regulatory  approvals  necessary  to  consummate  the
transaction.  The Asset Purchase Agreement contains covenants on the part of the
Trustee to  cooperate in due  diligence  and to perform  other acts  required to
consummate the transaction contemplated under the agreement. The Trustee asserts
that he has  not  negotiated  the  Asset  Purchase  Agreement  and is not  bound
thereby,  notwithstanding confirmation of the Plan, and that this is a "risk" to
be taken into  account.  The  Proponents  vigorously  contest  the  ability of a
Trustee  to  renegotiate  the terms of a  confirmed  plan of  reorganization  or
agreements made part of a confirmed plan, and believe the Trustee shall be bound
by the Plan and the Asset Purchase Agreement.  Finally,  SWEPCO anticipates that
80% of the Purchase  Price under the Asset  Purchase  Agreement will be financed
with funds from outside sources.

       5. Reimbursement of Costs and Fees.

       (i)  Pursuant to prior  agreements that have been  previously  disclosed,
            the CCM and WST  received an aggregate of $1 million from SWEPCO for
            reimbursement of legal fees and related expenses.

       (ii) SWEPCO has agreed to reimburse the CCM and WST the reasonable  legal
            fees and  expenses of  Altheimer  & Gray and Dann,  Pecar and expert
            expenses incurred in support of the Plan since January 1, 1997.

       (iii)SWEPCO  has also  agreed  in the  event  the Plan is  confirmed,  to
            reimburse  any  remaining,  unreimbursed  reasonable  legal fees and
            expenses to the CCM and WST.

       (iv) The aggregate  amount of  reimbursement in (i), (ii) and (iii) shall
            not exceed $8 million.




                                        9
<PAGE>
      (v)   SWEPCO has  agreed  that in the event of  confirmation  of the Joint
            Plan,  it will  reimburse  Claiborne's  reasonable  legal  fees  and
            expenses in the same percentage of  reimbursement as received by the
            Members of the CCM, up to a maximum amount of $1.5 million.

      (vi)  To the extent  required  by law,  all such  reimbursements  shall be
            subject to Bankruptcy Court approval as to reasonableness.

      (vii) There shall be no  obligation on SWEPCO to reimburse the CCM, WST or
            Claiborne  for fees  and  expenses  incurred  after  either  (a) the
            confirmation of any other plan of  reorganization,  or (b) denial of
            confirmation of the Plan.

      (viii)To the extent that the CCM, WST or Claiborne receive legal or expert
            expense reimbursement under another confirmed plan, the CCM, WST and
            Claiborne agree to refund to SWEPCO any such reimbursement up to the
            total of any sums received from SWEPCO. In the event another plan is
            confirmed,  the  CCM,  WST and  Claiborne  agree to use  their  best
            efforts to obtain  such legal and  expert  reimbursement  under such
            other plan.

      (ix)  These  are the  only  agreements  as to  reimbursement  of fees  and
            expenses as of the date  hereof,  by and among  SWEPCO,  WST and the
            CCM. In the event any other agreements are reached by SWEPCO and any
            member, such agreements will promptly be disclosed to the Bankruptcy
            Court.

E.    Means for Implementation of the Plan 

      1. Sale of Acquired Assets to SWECO.

            The Acquired Assets (or the Non-Nuclear  Assets) will be transferred
to SWECO for the cash  consideration  of $ 1.02  billion  (at  current  interest
rates) (the "Purchase Price") pursuant to an agreement substantially in the form
of that Asset Purchase  Agreement attached as Exhibit "1" to the Plan. This sale
will  have the  effect of  extinguishing  all  liens,  claims  and  encumbrances
affecting the Acquired Assets except for as provided in section 5.4 (CoBank) and
5.5  (Hibernia  Bank) of the Plan.  The Trustee  shall be deemed to have entered
into such Asset Purchase Agreement as of the date of the Confirmation Order.

      2.    Disbursement Accounts.

            The  Disbursement  Accounts shall be funded with the Purchase Price,
and all other  proceeds (if any) from the  liquidation,  sale or  collection  of
assets of the Debtor.  The Trustee will make distributions from the Disbursement
Fund in accordance with the terms of the Plan, and, unless otherwise

                                       10

<PAGE>

provided in the Plan, all Plan distributions shall be made from the Disbursement
Fund. The segregated  Excess Funds shall not be transferred to the  Disbursement
Fund,  and  shall  only be  disbursed  as  provided  in an order  resolving  the
competing claims to such funds.

      3.    Other Causes of Action.

            Pursuant  to  11 U.S.C.  ss. 1142(b) and  Bankr. R. 7070, the  Court
confirmin  the  Plan  may direct  the Trustee  or any  other party to execute or
deliver any  and all  documents or  instruments or  to  perform  any  other  act
necessary to implement or consummate this Plan.

            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 Bankruptcy 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 Confirmation  Order, the RUS and its respective  current and
former representatives (collectively,  the "Released Parties").  Notwithstanding
the  foregoing,  the  Proponents  do not  believe  that the estate has any valid
claims or  causes of action  against  the  Released  Parties  and none have been
asserted.

            As to claims against persons other than the Released Parties, to the
extent that such claims exist,  they are left in the  bankruptcy  estate for the
Trustee  to  pursue.  The  Trustee  is the  representative  of the estate and is
required to evaluate claims and causes of actions which are economically  worthy
of  liquidation  for  distributions  to  claimants.  Reference  is  made  to the
Trustee's Master  Disclosure  Statement for information  regarding the Trustee's
analysis of the existence of such claims.

                         III. CONFIRMATION AND TECHNICAL
                           ISSUES RELATIVE TO THE PLAN

A.    Classification Issues under Section 1122.

      In accordance  with 11 U.S.C.  ss. 1122,  the Plan  classifies  Claims and
Interests  into eight (8)  separate  classes  according to such  creditors'  and
interest holders' rights and priorities with respect to


                                       11

<PAGE>

assets of Cajun.  Section 1122 requires that each class contain claims which are
"substantially  similar" to the other  claims or  interests  of such class.  The
Court has ruled that most of all the  Members  asserted  pre-petition  unsecured
claims  were  subordinated  by the  terms  of  the By  Laws  of  the  Debtor  or
constituted equity interests.

B. Confirmation Issues under Sections 1123 and 1129.

      The Bankruptcy  Code defines  acceptance of a plan by a class of creditors
as acceptance by holders of two-thirds in dollar amount and a majority in number
of the claims of that class  which  actually  cast  ballots  for  acceptance  or
rejection of the plan. In other words, acceptance takes place only if two-thirds
in amount and majority in number of the creditors in a given class who vote cast
their ballots in favor of acceptance.

      At the Confirmation  Hearing, the Bankruptcy Court shall determine whether
the  confirmation  requirements of section 1129 of the Bankruptcy Code have been
satisfied,  in which event the Bankruptcy  Court shall enter an order confirming
the Plan.  These  applicable  requirements  are  enumerated and explained in the
Trustee's Disclosure Statement.

      At the  Confirmation  Hearing,  the  Bankruptcy  Court  must,  among other
things,  determine  whether Claimants or Interest holders would receive at least
as much under the Plan as they would receive in a  liquidation  under chapter 7.
The Trustee has  submitted  his  Liquidation  Analysis  which is attached to the
Master Disclosure Statement as an exhibit.

      Certain  provisions of the Bankruptcy  Code permit  confirmation of a plan
even if one or more  Classes  do not  accept.  These  provisions  set  forth  in
Bankruptcy  Code  ss.  1129(b),   impose  certain   requirements  and  if  these
requirements  are  satisfied,  the Plan may be confirmed even though one or more
Classes vote to reject the Plan.  The Court may still confirm the Plan if, as to
each  impaired  Class  which  has not  accepted  the  Plan,  the Plan  "does not
discriminate unfairly" and is "fair and equitable."

      If an impaired  Class of Secured Claims rejects or is deemed to reject the
Plan,  the Plan may still be confirmed if the Plan provides that (a) each holder
of a claim in the Class  retains the liens  securing such claim to the extent of
the amount of its Allowed  claim and receives on account of such claim  deferred
cash  payments  totaling at least the amount of its Allowed Claim with a present
value,  as of the  Effective  Date of the  Plan,  of at least  the value of such
holder's  interest in Debtor's  interest in the  property;  (b) if the  property
subject to the liens of such holder is sold free and clear of those liens,  such
liens are to be  attached  to the  proceeds  of such sale and such liens will be


                                       12
<PAGE>

treated in accordance  with (a)or (c) hereof,  or (c) the holder of the impaired
Allowed Secured Claim realizes the  "indubitable  equivalent" of its claim under
the Plan.

      Likewise, if an impaired Class of Unsecured Claims rejects or is deemed to
reject the Plan,  the Plan may still be confirmed  as long as the Plan  provides
(a) for each  holder of a Claim  included in the  rejecting  Class to receive or
retain on account of that Claim  property that has a value,  as of the Effective
Date of the Plan,  equal to the allowed  amount of such  Claim,  or (b) that the
holder of any Claim or interest  that is junior to the Claims of such Class will
not receive or retain on account of such junior  Claim or interest  any property
at all.

      The Plan provides for claims to receive treatment  consistent with Section
1129(b) of the Bankruptcy Code. If any class of claims does not accept the Plan,
the  Proponents  may either ask the Court to rule that the Plan may be confirmed
notwithstanding  any vote of such class or may modify the Plan as  necessary  to
confirm the Plan under the provisions of 1129(b).

C. Risk Factors.

      Certain risk factors are inherent in any plan of reorganization.  The Plan
should be evaluated in much the same manner as a purchase of a security would be
evaluated.  The advice  and  assistance  of  competent  professionals  should be
sought.  The Proponents have attempted to discern  foreseeable risks peculiar to
this reorganization and this Plan as discussed below.

      Payments to Cajun's  creditors  will be made in cash from the  proceeds of
the sale of Cajun's non-nuclear assets to SWECO and from other cash proceeds, if
any.  Therefore,  payments  to  creditors  are not  dependent  upon  any  future
financial performance by any entity.

      1.    SWECO Operations.

      The  feasibility  of continued  operations in SWECO which,  in turn,  will
affect performance under the new power supply contracts, is subject to business,
economic and  competitive  uncertainties  and  contingencies,  many of which are
beyond the control of the Proponents.

      2.    Conditions Precedent.

      The Asset  Purchase  Agreement  and the Plan  contain  certain  conditions
precedent to confirmation  and consummation of the Plan. There are no guaranties
that such  conditions  will  occur.  The  Proponents  are working to ensure that
conditions precedent in the Plan and in the Asset Purchase Agreement are met and
believe that such conditions can be met in a timely fashion.

      3. Regulations.


                                       13
<PAGE>

      a.    Regulatory Issues Applicable to SWECO.

      As the owner of  interstate  transmission  facilities  to be acquired from
Cajun, SWECO will be subject to regulation as a public utility under the Federal
Power Act, 16 U.S.C.  ss. 824 (1994) (FPA).  Under the FPA, SWECO must file with
the Federal Energy Regulatory  Commission ("FERC") the Supply Contracts with the
Members for review by the FERC for conformance with the rate making standards of
the FPA.  Under  the FPA,  the  rates  for  wholesale  sales of  electricity  in
interstate  commerce  must be based on the costs  incurred  to  provide  service
unless the  filing  utility  is  permitted  to charge  rates  negotiated  in the
marketplace.  SWECO  expects to receive  permission  from the FERC to charge the
rates under the proposed Supply Contracts described above on the basis that such
rates have been set in a marketplace in which SWECO exercised no market power by
reason of its control of generating or interstate transmission facilities.

      In order to obtain FERC permission to charge such "market-based" rates for
wholesale  electric sales, SWECO must demonstrate to the FERC that neither SWECO
nor its affiliates,  the operating electric utility  subsidiaries of Central and
South West  Corporation,  exercise such market power. To reach this  conclusion,
the FERC must first find that open access transmission  service tariffs filed by
the CSW Operating  Companies  provide open comparable access to the transmission
facilities the CSW Operating  Companies own or otherwise  control.  Under FERC's
Order No. 888, the CSW Operating  Companies have filed a tariff for transmission
service that will  provide  such  comparable  open  access.  Accordingly,  SWECO
expects to be able to make the  necessary  showing  in support of a request  for
"market-based"   rate  treatment  for  sales  made  under  the  proposed  supply
contracts.

      As a public  utility,  SWECO must also file a tariff  offering open access
transmission  service on the  transmission  facilities  SWECO controls or seek a
waiver from the  obligation  to file such a tariff.  SWECO  anticipates  seeking
waiver based on the nature of the transmission facilities it would control under
the Plan, if consummated.

      b.    Public Utility Holding Company Act

      CSW, the parent of SWEPCO, is a public utility holding company  registered
under the Public  Utility  Holding  Company Act of 1935,  as amended  (the "1935
Act").  The 1935 Act requires,  with certain  exceptions,  prior approval by the
Securities  and  Exchange  Commission  (the  "SEC") for the  direct or  indirect
acquisition  of any  securities or utility  assets or any other  interest in any
business by a registered holding company or its subsidiaries. Additionally, with
certain  exceptions,  the 1935 Act  prohibits  the issuance of  securities  of a
registered holding company or its subsidiaries, without, in each case, prior SEC

                                       14

<PAGE>
approval.  Although a registered holding company or its subsidiaries may acquire
the securities, or an interest in the business, of an exempt wholesale generator
(an  "EWG")  without  prior  SEC  approval,  the  issuance  of  securities  by a
registered  holding company for purposes of financing the acquisition of an EWG,
or the  guarantee  of  securities  of an EWG by a  registered  holding  company,
requires  prior  SEC  approval.  At  present,   SWECO  does  not  plan  to  seek
certification by the FERC as an EWG due to existing  limitation on the aggregate
investment of CSW in EWGs and foreign  utility  components.  However,  SWECO may
nonetheless seek EWG status to avoid certain requirements of the 1935 Act.

      It is a  condition  to  SWEPCO's  obligations  under  the  Asset  Purchase
Agreement that all required regulatory  approvals shall have been received on or
prior to the Effective Date specified in the Plan. Required regulatory approvals
are set forth in the Asset Purchase Agreement.

      4.    Confirmation Objections.

      The  Fuel  Chain or other  creditors  may  object  to the  Plan,  possibly
delaying  confirmation and implementation of the Plan.  However,  the Proponents
believe that the Plan satisfies all of the  requirements for  confirmation,  and
that the Plan may be confirmed over any objection.

      5.    Other Issues.

      In addition to utility regulation, SWEPCO had received a civil information
request from the Justice Department in 1996 in connection with SWEPCO's proposed
acquisition of the assets of the Debtor.  SWEPCO  responded to the  Department's
request for information  when received.  There has been no additional  activity.
SWEPCO does not believe this request for information  will affect its ability to
confirm  this Plan.  However,  the  Proponents  submit this  information  in the
interest of full disclosure.

            IV.   POST CONFIRMATION DATE OFFICERS AND DIRECTORS

      SWECO and SWEPCO  assert that Code  Section  1129(a)(5)  does not apply to
them  under this  Plan.  SWECO is not the  debtor,  an  affiliate  of the debtor
participating  in a joint  venture of the debtor or a  successor  to the debtor.
However,  solely for the purpose of  disclosure,  although  not  required by the
Bankruptcy Code, the list of proposed  officers and directors (and their current
affiliations  with  either  SWEPCO or Central and South West  Corporation),  and
their current compensation by those companies is as follows:

      (a)   Mike Madison - President of SWECO and a director

                                       15

<PAGE>

      (b) Mike Smith - Vice  President and Secretary of SWECO and a director.

      (c) Tom Shockley - director.

      Mike Madison is currently the President of SWEPCO.  His salary is $180,000
and his bonus is $75,000.

      Mike Smith is former  President of SWEPCO and is currently  Vice President
Business  Opportunities  at Central  and South West  Corporation.  His salary is
$205,000 and his bonus is $ 100,000.

      Tom Shockley is currently  the President  and Chief  Operating  Officer at
Central  and South West  Corporation.  His salary is  $520,000  and his bonus is
$430,000.  The resumes of Mr.  Madison,  Mr. Smith and Mr.  Shockley  previously
filed are incorporated herein. It is not currently  contemplated that SWECO will
pay or otherwise be obligated for any of these amounts.

      There is no  reorganized  debtor  under the SWEPCO  Plan,  therefore  Code
Section  1129(a)(5)(B)  is not applicable.  Nonetheless  SWECO discloses that no
insiders of the debtor will be  employed or retained by the  reorganized  debtor
(as no such entity will exist under the SWEPCO Plan).  SWECO is not aware of any
insider of the debtor  that will be employed by or retained by SWECO if the Plan
is confirmed.

                        V. COMPARISON TO THE OTHER PLANS

      Trustee's Plan.

      The "cramdown"  condition of the Trustee's prior plan has been rejected by
the Bankruptcy  Court.  Thus, if the Trustee's April 1999 Plan  incorporates the
same  non-consensual  features and includes a "Reorganized  Cajun," it should be
summarily  denied.  If the Trustee  files a different  plan,  its  contents  are
unknown and cannot be compared at this time.

                                 VI. CONCLUSION

      The Proponents urge you to vote in favor of the Plan.

      Respectfully submitted this 19th day of April, 1999.

                                       16

<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