Exhibit 10(v)(5)





EXHIBIT 10(v)(5)


Central Louisiana Electric Company, Inc.


Supplemental Executive Retirement Plan

 


Participation
Agreement

                        The Compensation
Committee of the Board of Directors of Central Louisiana Electric Company, Inc.
(the "Committee") having the responsibility to administer the Central Louisiana
Electric Company, Inc. Supplemental Executive Retirement Plan (the "Plan") and
the responsibility thereunder to designate the participants in the Plan, does
hereby certify that it has designated David M. Eppler to be a Participant in
the Plan, a copy of which is attached hereto and made a part hereof for all
purposes.

            This designation of
participation is contingent upon the Participant's agreement to be bound by and
subject to the terms and conditions of participation stated below.

            1.         The Participant agrees to be bound by and to be
subject to all the conditions and terms of the Plan and any rules or
interpretations of the Plan adopted or promulgated thereunder by the Committee,
and the Participant expressly acknowledges, agrees and consents to any
interpretation and construction by the Committee of any provision of the Plan
and the resolution by the Committee of any question or inquiry arising
thereunder.

            2.         The
Participant agrees, in consideration for this designation of participation
under the Plan, to relinquish any and all rights that have accrued, or that
would otherwise have accrued in the future, under the Central Louisiana
Electric Company, Inc. Management Security Plan and the Participant hereby
waives any notice requirements applicable under that Plan.

            3.         The Participant acknowledges that, as a
condition to eligibility for a benefit under the Plan, he will be required to
meet the requirements of Section 3.7 of the Plan regarding the selection of a
joint and 100% survivor annuity, if applicable.

            4.         The Participant acknowledges that, for purposes
of determining his eligibility for a benefit under the Plan, his initial date
of service with the Company is November 7, 1981.

            5.         The Participant acknowledges that his right to a
benefit under the Plan is contingent upon full disclosure of benefits arising
with respect to employment by any prior employers as described in Section 2.9
of the Plan.  The 

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Participant
represents that the following is a complete list of all benefits that are
defined as "Other Pension Benefits" in the Plan:

                       
                                                                                                                                                                                            


                       
                                                                                                                                                                                            


            6.         The Participant acknowledges that his
eligibility for a benefit under the Plan is contingent upon the provision to
the Committee by the Participant, or any person claiming benefits through the
Participant, of all information and data that is required by the Committee to
determine the amount of the benefit properly payable under the Plan including,
without limitation, such information as the Committee may require with respect
to any "Other Pension Benefits."

                                                                                                                                    I
hereby agree to the foregoing terms of participation in the Plan:

 

                                                                                                                                   
/s/ 
David M. Eppler                                    


                                                                                                                                                    Signature
of Participant

                    

                                                                                                                                   
July
31, 1992                                               


                                                                                                                                                                   Date"



 


CENTRAL
LOUISIANA ELECTRIC


COMPANY,
INC.



 

By: 
 /s/
Scott O. Brame                                  


       Scott O.
Brame, CEO and Chairman

       of the
Board

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