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                                                               EXHIBIT 10(m)(1)

                    CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
                       401(K) SAVINGS AND INVESTMENT PLAN

               (As Amended and Restated Effective January 1, 1994)

                                 FIRST AMENDMENT

         Central Louisiana Electric Company, Inc., a Louisiana corporation (the
"Company"), having established the Central Louisiana Electric Company, Inc.
401(k) Savings and Investment Plan, as amended and restated effective January 1,
1994 (the "Plan"), and having reserved the right to amend the Plan under Section
10.03 thereof, does hereby amend the Plan, effective as of August 1, 1997, or as
otherwise herein provided, as follows:

         1.    The fourth paragraph in the Plan's Recitals is amended to read as
follows:

               The Central Louisiana Electric Company 401(k) Savings and
         Investment Trust established effective January 1, 1985, as amended and
         restated effective August 1, 1997, by Trust Agreement with UMB Bank,
         N.A., as trustee thereof, is intended to continue to effect and to form
         a part of this Plan. The Central Louisiana Electric Company 401(k)
         Savings and Investment Plan ESOP Trust, which was established effective
         April 2, 1991, and which was combined with the Central Louisiana
         Electric Company 401(k) Savings and Investment Trust pursuant to an
         amendment and restatement effective August 1, 1997, is also intended to
         form a part of this Plan. The Plan and Trust Agreement are also
         intended to meet the requirements of Sections 401(a), 401(k), and
         501(a) of the Code, and of the Employee Retirement Income Security Act
         of 1974, as either may be amended from time to time.

         2.    The last two sentences of the fourth paragraph in Section 1.12
are deleted.

         3.    Section 1.20 is amended to read as follows:

               1.20 Entry Date:  The Effective Date and any other day during the
         calendar year.

         4.    Section 1.25 is amended to read as follows:

               1.25 ESOP Trust: The Central Louisiana Electric Company 401(k)
         Savings and Investment Plan ESOP Trust established effective April 2,
         1991, as

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         amended and restated and combined with the Savings Trust effective
         August 1, 1997, and as thereafter may be amended.

         5.    Section 1.26 is amended to read as follows:

               1.26 ESOP Trustee: UMB Bank, N.A., a national banking association
         having its principal place of business at Kansas City, Missouri.

         6.    Section 1.31 is amended to read as follows:

               1.31     Investment Fund:  One (1) of the Investment Funds
         established and held under the Trust Fund, as described in Section 8.1.

         7.    Section 1.45 is amended to read as follows:

               1.45 Savings Trust: Central Louisiana Electric Company 401(k)
         Savings and Investment Plan Trust as established effective January 1,
         1985, as amended and restated effective August 1, 1997, and as
         thereafter may be amended.

         8.    Section 1.46 is amended to read as follows:

               1.46 Savings Trustee: UMB Bank, N.A., a national banking
         association having its principal place of business at Kansas City,
         Missouri.

         9.    Section 1.53 is amended to read as follows:

               1.53 Valuation Date: Each business day of the Plan Year. The
         last business day of each calendar quarter shall be the "quarterly
         Valuation Date," and the last day of December of each Plan Year shall
         be the "annual Valuation Date."

         10.   The last sentence of the first paragraph of Section 3.1 is
amended to read as follows:

         Each Employee who is not ineligible shall be eligible to participate in
         the Plan as of the Entry Date which coincides with his date of hire.

         11.   Section 3.4 is amended to read as follows:

               3.4 Application by Participants: Each Employee who shall become
         eligible to participate in the Plan and who shall desire to become a
         Participant shall complete an application in such form as may be
         prescribed by the Committee and in accordance with administrative
         procedures established by the Committee, in which the Participant shall
         elect to make Pre-Tax Contributions which total no more than sixteen
         percent (16%) of his Compensation, and shall designate the amount, if
         any,

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         of his Pre-Tax Basic Contribution and Pre-Tax Excess Contribution, as
         contemplated under Section 4.2 hereof, and his choice of investment
         options under Section 8.1 hereof. Pre-Tax Contributions will begin as
         soon as administratively practicable after the application is filed.

         12. The last five words in existing paragraph (b) of Section 3.5 are
deleted, and the following new language is inserted at the end of that
paragraph:

         "Valuation Date which coincides with the date of distribution."

         13. The third sentence in Section 3.8 is amended to read as follows:

         Upon the re-employment of any person before he has a Break In Service,
         he shall participant in the Plan as of the date of his re-employment
         (if he is not ineligible), and he may be entitled to a new Employer
         Matching Contribution Account and ESOP Account if he had received no
         distribution by reason of his prior termination of Service.

         14. The first sentence in paragraph (a) of Section 3.8 is amended to
read as follows:

         If the re-employed Employee was not a Participant in the Plan during
         his prior period of Service, he shall commence participation in the
         Plan on his date of re-employment (if he is not ineligible).

         15. The first sentence in the second paragraph of paragraph (a) in
Section 3.9 is amended to read as follows:

         If an individual is transferred to eligible employment covered by this
         Plan from employment with an Employer or Affiliate not covered by the
         Plan, he shall be eligible to participate in this Plan as of the date
         of his transfer.

         16.  The second and third paragraphs of Section 4.2 are amended to read
as follows:

              Each Participant shall notify the Committee of the amount he
         elects to defer as a Pre-Tax Basic Contribution and as a Pre-Tax Excess
         Contribution, in accordance with administrative procedures established
         by the Committee, until such time as the Committee may authorize the
         discontinuance of the Pre-Tax Contributions according to uniform,
         nondiscriminatory policies which may be developed by the Committee.
         Each such election shall continue in effect during subsequent Plan
         Years unless the Participant shall notify the Committee of his election
         to change or discontinue his

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         Pre-Tax Basic Contribution or his Pre-Tax Excess Contribution in
         accordance with administrative procedures established by the Committee.

              A Participant may change the amount of his Pre-Tax Basic
         Contribution and/ or Pre-Tax Excess Contribution at any time during the
         Plan Year by directing the Committee, in accordance with administrative
         procedures established by the Committee, to change the rate of the
         Contribution(s). A Participant may discontinue his Pre-Tax Basic
         Contribution and/or Pre-Tax Excess Contribution at any time during the
         Plan Year by directing the Committee, in accordance with administrative
         procedures established by the Committee, to discontinue the deferral of
         his Compensation.

         17.  The following new paragraph is added at the end of Section 4.2:

              The Committee may, as a part of the administrative procedures
         it establishes and in lieu of written procedures contemplated in this
         Plan, authorize use of an "automated response unit" which generates
         written acknowledgments of transactions.

         18.  Section 4.4 is amended to read as follows:

              4.4 Actual Deferral Percentage Limits: The Actual Deferral
         Percentage for the eligible Highly Compensated Employees for any Plan
         Year shall not exceed the greater of (a) or (b), as follows:

                  (a)    The Actual Deferral Percentage of Compensation for
              the eligible non-Highly Compensated Employees times 1.25, or

                  (b)    The lesser of (i) the Actual Deferral Percentage of
              Compensation for the eligible non-Highly Compensated Employees
              times 2.0 or (ii) the Actual Deferral Percentage of Compensation
              for the eligible non-Highly Compensated Employees plus two (2)
              percentages points or such lesser amount as the Secretary of
              Treasury shall prescribe to prevent the multiple use of this
              alternative limitation with respect to any Highly Compensated
              Employee.

                   "Highly Compensated Employee" shall mean any Employee and
              any employee of an Affiliate who is a highly compensated employee
              under Section 414(q) of the Code, including any Employee and any
              employee of an Affiliate who

                          (i) during the current Plan Year or prior Plan Year,
                   was at any time a five percent (5%) owner; or

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                            (ii) received Compensation (as defined in Section
                     5.5(d)(6)) during the prior Plan Year in excess of $80,000
                     (or such other amount as determined by the Secretary of the
                     Treasury which reflects cost-of-living increases in
                     accordance with the provisions of Code Section 414(q)(1),
                     and if the Employer so elects, the Employee was in the
                     "top-paid group" (top twenty percent (20%) of payroll,
                     ranked by Compensation) for such Plan Year, excluding
                     Employees described in Code Section 414(q) and applicable
                     regulations.

                     The Actual Deferral Percentage for any Highly Compensated
         Employee who is eligible to have deferred contributions allocated to
         his account under one or more plans described in Section 401(k) of the
         Code that are maintained by an Employer or an Affiliate in addition to
         this Plan shall be determined as if all such contributions were made to
         this Plan. For purposes of determining whether the Actual Deferral
         Percentage limits of this Section are satisfied, all Pre-Tax
         Contributions that are made under two or more plans that are aggregated
         for purposes of Code Section 401(a)(4) or 410(b) (other than Code
         Section 410(b)(2)(A)(ii)) are to be treated as made under a single
         plan, and if two or more plans are permissively aggregated for purposes
         of Code Section 401(k), the aggregated plans must also satisfy Code
         Sections 401(a)(4) and 410(b) as though they were a single plan.

         19. Section 4.5 is amended to read as follows:

             4.5 Reduction of Pre-Tax Contribution Rates: If, on the basis of
         the Pre-Tax Contribution rates elected by Participants for any Plan
         Year, the Committee determines, in its sole discretion, that neither of
         the tests contained in (a) or (b) of Section 4.4 will be satisfied, the
         Committee may reduce the Pre-Tax Contribution rate of any Participant
         who is among the eligible Highly Compensated Employees to the extent
         necessary to reduce the overall Actual Deferral Percentage for eligible
         Highly Compensated Employees to a level which will satisfy either (a)
         or (b) of Section 4.4. The reductions in Pre-Tax Contribution rates may
         be made proportionately or in the order provided in Section 4.7.

         20. The last three sentences in the first paragraph of Section 4.7 are
deleted.

         21. The last two sentences in the third paragraph of Section 4.7 are
deleted and the following sentences are inserted in their place:

         Excess Pre-Tax Contributions shall be adjusted in the following manner:
         The Highly Compensated Employee having the largest amount of Pre-Tax
         Contributions shall

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         have his portion of excess Pre-Tax Contributions distributed to him
         until one of the tests in (a) or (b) of Section 4.4 is satisfied, or
         until his Pre-Tax Contributions equal the Pre-Tax Contributions of the
         Highly Compensated Employee having the second largest amount of Pre-Tax
         Contributions. This process shall continue until sufficient total
         reductions have occurred to achieve compliance with (a) or (b) of
         Section 4.4.

         22.   The second and third sentences in the fourth paragraph of Section
4.7 are deleted.

         23.   Section 4.8 is deleted in its entirety.

         24.   The second full paragraph in Section 4.10 (the paragraph
immediately following paragraph (b)) is deleted.

         25.   Section 4.11 is amended to read as follows:

               4.11 Treatment of Excess Aggregate Contributions or ESOP
         Contributions: If neither of the tests described above in Section 4.10
         is satisfied with respect to either Aggregate Contributions or ESOP
         Contributions, the excess Aggregate Contributions or ESOP Contributions
         (as applicable), plus any income and minus any loss attributable
         thereto, shall be forfeited, or if not forfeitable, shall be
         distributed no later than the last day of the Plan Year following the
         Plan Year in which such excess Aggregate Contributions or ESOP
         Contributions (as applicable) were made. The income and loss
         attributable to the Participant's excess Aggregate Contributions or
         ESOP Contributions (as applicable) for the Plan Year shall be
         determined by multiplying the income or loss attributable to the
         Participant's Account for the Plan Year by a fraction, the numerator of
         which is the excess Aggregate Contribution or ESOP Contributions (as
         applicable), and the denominator of which is the Participant's total
         Account balance. Excess Aggregate Contributions or ESOP Contributions
         shall be treated as Annual Additions under Section 5.5 of the Plan.

               The excess Aggregate Contributions or ESOP Contributions (as
         applicable), if any, of each Participant who is among the Highly
         Compensated Employees shall be determined by computing the maximum
         Contribution Percentage under (a) or (b) of Section 4.10 and then
         reducing the Contribution Percentage of some or all of such
         Participants whose Contribution Percentage exceeds the maximum by an
         amount of sufficient size to reduce the overall Contribution Percentage
         for eligible Participants who are among the Highly Compensated
         Employees to a level which satisfies (a) or (b) of Section 4.10. Excess
         Aggregate Contributions or ESOP Contributions (as applicable) shall be
         adjusted in the following manner: The Highly Compensated Employee
         having the largest amount of Aggregate Contributions or ESOP
         Contributions (as applicable) shall have his vested portion of the
         excess Aggregate Contributions or ESOP Contributions (as applicable),
         plus any income and minus any

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         loss attributable thereto, distributed to him and, if forfeitable,
         shall forfeit such non-vested excess Aggregate Contributions or ESOP
         Contributions (as applicable), plus any income and minus any loss
         attributable thereto, until one of the tests in (a) or (b) of Section
         4.10 is satisfied, or until his remaining amount equals the amount of
         Aggregate Contributions or ESOP Contributions (as applicable) of the
         Highly Compensated Employee having the second largest amount. This
         process shall continue until sufficient total reductions have occurred
         to achieve compliance with (a) or (b) of Section 4.10. For each
         Participant who is a Highly Compensated Employee, the amount of excess
         Aggregate Contributions or ESOP Contributions (as applicable) is equal
         to the total Employer Contributions on behalf of the Participant
         (determined prior to the application of this paragraph) minus the
         amount determined by multiplying the Participant's actual contribution
         ratio (determined after application of this paragraph) by his
         Compensation used in determining such ratio. The individual ratios and
         Contribution Percentages shall be calculated to the nearest
         one-hundredth (1/100) of one percent (1%) of the Employee's
         Compensation as such term is used in paragraph (b) of Section 4.10.

         26. Section 4.12 is deleted in its entirety.

         27. The first sentence of Section 5.2 is amended to read as follows:

         A valuation of the Trust Funds shall be made as of each Valuation Date.

         28. The second sentence of Section 5.2 is deleted.

         29. The first two sentences of paragraph (d) of Section 5.3 (preceding
the colon) are amended to read as follows:

         Any Employee who is a Participant, or who would be a Participant but
         for a failure to satisfy the participation requirements of Article III
         may, with the approval of the Administrator, make a contribution to a
         Rollover Account under the Plan. Such an Account shall be in cash and
         shall be a contribution attributable to:

         30. Subparagraph (a)(4)(A) of Section 5.5 is amended to read as
follows:

         If any such Excess Amounts shall then remain, the Participant's Pre-Tax
         Contributions, and any earnings attributable thereto, shall be returned
         to him to the extent such returned Contributions would reduce the
         Excess Amount.

         31. The first sentence to the last paragraph of Section 6.6 (identified
as paragraph (c)) is amended to read as follows:


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         As installments payable in cash over a period certain not extending
         beyond ten (10) years.

         32.   Section 6.9 is amended to read as follows:

               6.9 Required Minimum Distributions: Notwithstanding any
         provision of this Plan to the contrary, any benefits to which a
         Participant is entitled shall commence no later than the April 1
         following the later of (a) the calendar year in which the Participant
         attains age seventy and one-half (70-1/2), or (b) the calendar year in
         which the Participant retires; provided, however, that in the case of a
         Participant who is a "five percent owner" (as defined in Section
         401(a)(9) of the Code), benefits shall commence no later than the April
         1 following the calendar year in which the Participant attains age
         seventy and one-half (70- 1/2). Such distribution shall be at least
         equal to the required minimum distributions under the Code; however,
         any installment distributions pursuant to this Section 6.9 to
         Participants who have not terminated employment shall be made over a
         period not to exceed ten (10) years. For purposes of this Section 6.9,
         the life expectancy of a Participant and/or a Participant's spouse
         shall not be redetermined annually.

         33.   Section 7.1 is amended to read as follows:

               7.1 Withdrawal of Pre-Tax Contribution Account on or After Age
         59-1/2: A Participant who has attained age fifty-nine and one-half
         (59-1/2) may elect, by giving notice in accordance with administrative
         procedures established by the Committee and following such other rules
         and procedures as may be prescribed from time to time by the Committee
         on a uniform and nondiscriminatory basis, to withdraw the entire amount
         of his After-Tax Contribution Account, his Rollover Account, or his
         Pre-Tax Contribution Account.

         34.   Section 7.2 is amended to read as follows:

               7.2  Withdrawal of After-Tax Contributions and Rollover Account:
         Pursuant to notice given in accordance with administrative procedures
         established by the Committee and subject to the conditions of Section
         7.3, each Participant may elect to withdraw as of any business day
         during the Plan Year, an amount specified by the Participant which may
         be attributable to (a) his After-Tax Contributions under the Original
         Plan, or (b) his Rollover Account, determined as of the Valuation Date
         which coincides with such withdrawal date.

         35.   Section 7.3 is amended to read as follows:

               7.3  Conditions of Withdrawals of After-Tax Contributions and
         Rollover Account: In making a withdrawal pursuant to Section 7.2, no
         Participant shall be permitted to withdraw less than $500, or the
         combined balance of his After-Tax Contribution Account and his Rollover
         Account, if their combined total is less than $500. Except as provided
         under Article VI and Sections 7.1 and 7.4 hereof, no withdrawals shall
         be permitted from a

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         Participant's Pre-Tax Contribution Account, Employer Matching
         Contribution Account, or ESOP Account.

         36.   Section 7.4 is amended to read as follows:

               7.4  Hardship Withdrawals from Pre-Tax Contribution Account: A
         Participant may at any time, in accordance with administrative
         procedures established by the Committee, make a request for a hardship
         withdrawal in either a dollar amount or a percentage figure from his
         Pre-Tax Contribution Account. Notwithstanding the foregoing, however,
         no Participant may withdraw any Income of the Trust Fund allocated to
         his Pre-Tax Contribution Account on or after January 1, 1989. The
         approval or disapproval of such request shall be made within the sole
         discretion of the Committee, except that no such request for a
         withdrawal shall be approved unless the Participant has certified in
         writing that he is facing a hardship creating an immediate and
         substantial financial need and that the resources necessary to satisfy
         that financial need are not reasonably available from other sources
         available to the Participant. The amount of the hardship withdrawal
         shall be limited to that amount which is required to meet the immediate
         financial need created by the hardship, including anticipated federal
         and state income taxes and penalties resulting from the distribution.
         The hardship withdrawal shall be made in cash as soon as practicable
         after the Participant submits the hardship request, and the dollar
         amount withdrawn shall be determined by reference to the value of the
         Pre-Tax Contribution Account as of the Valuation Date coincident with
         the date of the withdrawal.

               A Participant who receives a hardship withdrawal shall be
         prohibited from making pre-tax contributions to this Plan and any other
         plan maintained by the Employer (except "welfare plans" as defined in
         Section 3(1) of ERISA) for the twelve (12) consecutive months following
         the date of distribution. The following standards (or such other
         standards as may be acceptable under Treasury Regulations issued
         pursuant to Section 401(k) of the Code) shall be applied on a uniform
         and non-discriminatory basis in determining the existence of such a
         hardship:

                    (a) A financial need shall be considered immediate if it
               must be satisfied in substantial part within a period of twelve
               (12) months from the date on which the Participant certifies his
               eligibility for a hardship withdrawal.

                    (b) To be considered a hardship for purposes of this
               Section, the event giving rise to the need for funds must relate
               to financial hardship resulting from:

                        (1) expenses previously incurred for medical care
                    (described in Code Section 213(d)) or expenses that are
                    necessary to incur in order to obtain medical care (as
                    evidenced by a written estimate thereof) for the
                    Participant, the Participant's spouse, or the Participant's
                    dependents (as defined in Code Section 152);

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                        (2) purchase (excluding mortgage payments) of a
                    principal residence for the Participant;

                        (3) payment for tuition for the next twelve (12) months
                    of post-secondary education for the Participant or the
                    Participant's spouse, children or dependents (as defined in
                    Code Section 152);

                        (4) the need to prevent the eviction of the Participant
                    from his principal residence or foreclosure on the mortgage
                    of the Participant's principal residence; or

                        (5) payment for funeral expenses for the Participant's
                    spouse or the Participant's dependents (as defined in Code
                    Section 152).

               A person shall be considered to be economically dependent on
         the Participant if the Participant certifies that he reasonably expects
         to be entitled to claim that person as a dependent for federal income
         tax purposes for a calendar year coinciding with the Plan Year in which
         the certification of hardship is made.

         37.   The first sentence of Section 7.5 is amended to read as follows:

         From and after October 1, 1989, any Participant who is a "party in
         interest" (as defined in Section 3(14) of ERISA) (hereinafter
         "Borrower") may make application, in accordance with administrative
         procedures established by the Committee, to borrow from his Pre-Tax
         Contribution Account, his Rollover Account, or his Employer Matching
         Contribution Account (to the extent that the Account contains Employer
         matching Contributions) in the Trust Fund, and the Committee in its
         sole discretion may permit such a loan.

         38.   Paragraph (f) of Section 7.5 is amended to read as follows:

               (f)  A request by a Borrower for a loan shall be made in
         accordance with administrative procedures established by the Committee
         and shall specify the amount of the loan. If a Borrower's request for a
         loan is approved, the loan shall be made in a lump-sum payment of cash
         to the Borrower. The cash for such payment shall be obtained by
         redeeming proportionately as of the date of payment the Investment Fund
         or Funds, or portions thereof, that are credited to the Pre-Tax
         Contribution Account, Rollover Account, and Employer Matching
         Contribution Account of such Borrower; provided, however, that,
         effective October 1, 1997, no withdrawals shall be made from the Common
         Stock Fund prior to the full depletion of all other Funds.

         39.   Paragraph (h) of Section 7.5 is amended to read as follows:

               (h)  Only one loan may be outstanding for a Borrower at any given
         time.

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         40.   Section 8.1 is amended to read as follows:

         8.1   Investment of Trust Funds:

               (a) Investment Funds: Except as provided in Article VII with
         respect to Plan loans and as provided below with respect to the ESOP
         Fund, the Trust Fund shall be invested in separate Investment Funds
         chosen and established by the Committee. The Committee may adjust the
         number and types of Investment Funds to be established or discontinued
         as it deems advisable. One such Investment Fund, however, shall be the
         Common Stock Fund, which shall be invested and reinvested in the Common
         Stock of the Company. The Trustee, the Committee, or a recordkeeper
         designated by the Committee shall maintain records for each
         Participant's After-Tax Contribution Account, Employer Matching
         Contribution Account, Pre-Tax Contribution Account, and Rollover
         Account, if any, that reflect the value of each Participant's share of
         the Investment Funds.

               (b) Investment Directions: The Participant shall have the right
         to direct the Committee to instruct the Savings Trustee to invest his
         Pre-Tax Contributions and contributions to his Rollover Account and
         the earnings and accretions thereon in any of the Investment Funds
         established by the Committee.

               Each Participant shall elect an investment option at the time
         he begins participating in the Plan. Through notice to the Committee
         given pursuant to administrative procedures established by the
         Committee, a Participant may change his instructions with respect to
         the investment of his Pre-Tax Contributions, After-Tax Contributions,
         Employer Matching Contributions, and Rollover Contributions to the
         Trust Fund. A participant who desires to change his instructions in
         this manner may direct that the funds in his Future Pre-Tax Accounts be
         transferred (in no more than one percent (1%) increments) among the
         Investment Funds.

               All earnings realized to the Trust Fund (including, but not
         limited to, dividends, capital gains, and interest) on an Investment
         Fund that are not reflected in the value of a share in that Investment
         Fund will be allocated to Participants' accounts. They will be
         allocated to a Participant's account in the same proportion the
         Participant's share of the Investment Fund (disregarding the earnings
         to be allocated) bears to the total value of the Investment Fund
         (disregarding the earnings to be allocated), both to be determined as
         of the date the earnings are realized. Notwithstanding the foregoing,
         the Committee may direct that dividends paid with respect to shares in
         the ESOP Fund be distributed on an annual basis or more frequently in
         order that the deduction under Code Section 404(k) be available to the
         Company, in which event income that constitutes dividends on shares of
         Company Stock in the ESOP Fund shall not be invested in Company Stock
         but shall be temporarily invested in cash equivalents until
         distribution to Participants. In making payments in respect to Exempt
         Loans, the Trustee shall utilize income and ESOP Contributions as is
         specified in Section 5.3 hereof; namely, that income shall be first
         used to fund principal payments and ESOP

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         Contributions shall be first used to fund interest payments. All
         purchases of Company Stock shall be made at prices which, in the
         judgment of the Trustee, do not exceed the fair market value of such
         Company Stock. Pending such investment or application of cash, the ESOP
         Trustee may retain cash uninvested without liability for interest if it
         is prudent to do so, or may invest all or any part thereof in Treasury
         Bills, commercial paper, and like holdings.

         41.   The first sentence in Section 8.2 is amended to read as follows:

         Effective January 1, 1992, each qualified Participant (as defined
         herein) may elect within ninety (90) days after the close of each Plan
         Year in the qualified election period (as defined herein) to direct the
         change of the investment of at least twenty-five percent (25%) of the
         total number of shares of Company Stock allocated to the Participant's
         ESOP Account at the time of such election.

         42.   The first sentence of paragraph (g) of Section 11.7 is amended to
read as follows:

         In determining the present value of the cumulative accrued benefit or
         the amount of the account of any employee, such present value or
         account will include the amount in dollar value of the aggregate
         distributions made to such employee under the applicable plan during
         the five-year period ending on the Determination Date, unless already
         reflected in the value of the accrued benefit or account balance as of
         the date the determination is made.

         43. The first sentence of paragraph (j) of Section 11.7 is amended to
read as follows:

         "Valuation Date" means, for purposes of determining the present value
         of an accrued benefit as of the Determination Date, the Determination
         Date.



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         IN WITNESS WHEREOF, Central Louisiana Electric Company, Inc., has
caused these presents to be executed by its duly authorized officers in a number
of copies, all of which shall constitute one and the same instrument, which may
be sufficiently evidence by any executed copy hereof, this 1st day of October,
1997, but effective as of the dates specified herein.

                                      CENTRAL LOUISIANA ELECTRIC
                                      COMPANY, INC.



                                      By /s/ CATHERINE C. POWELL
                                        ---------------------------------

ATTEST:

/s/ MICHAEL P. PRUDHOMME
----------------------------------
Secretary

[SEAL]



                                      UMB BANK, N.A.
                                      TRUSTEE



                                      By /s/ MARK P. HERMAN
                                        ---------------------------------
                                             Mark P. Herman, Sr. V.P.




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