EXHIBIT 10(m)(1)
                    CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
                      401 (K) SAVINGS AND INVESTMENT PLAN
                              ESOP TRUST AGREEMENT

                    (As Established Effective April 2, 1991)

                                FIRST AMENDMENT


           THIS AGREEMENT, made and entered into this 30th day of July, 1993 but
effective as of April 2, 1993, by and between Central Louisiana Electric
Company, Inc., a Louisiana corporation (the "Company"), and State Street Bank
and Trust Company, a Massachusetts trust company with its principal place of
business in Boston, Massachusetts, as Trustee ("the ESOP Trustee").

                               W I T N E S S E T H

           WHEREAS, by Agreement effective April 2, 1991 between the Company and
State Street Bank and Trust Company (hereinafter referred to as the "ESOP Trust
Agreement"), the Company established a trust in order to effectuate the ESOP
component of the Central Louisiana Electric Company, Inc. 401(k) Savings and
Investment Plan, as amended and restated effective April 2, 1991 (said Plan as
it presently exists together with any amendments thereto hereafter made is
hereinafter referred to as the "Plan") for the benefit of its employees and the
employees of other employers having adopted the Plan and the ESOP Trust
Agreement; and
           WHEREAS, certain amendments to the Plan have been required by the
Internal Revenue Service in connection with the issuance of a favorable
determination letter and such amendments to the Plan necessitate parallel
amendments to the Trust Agreement; and

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           WHEREAS, having reserved the right under Section 9.1 of the ESOP
Trust Agreement and Section 10.3 of the Plan to amend the ESOP Trust Agreement,
the Company desires to amend the ESOP Trust Agreement.

           NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the Company and the ESOP Trustee agree that, effective
as of April 2, 1991, Section 3.4 of the ESOP Trust Agreement is hereby amended
as follows:

           "3.4 VOTING SHARES. Each Participant (or beneficiary of a deceased
     Participant) is, for purposes of this Section 3.4, hereby designated as a
     "named fiduciary" (within the meaning of Section 403(a)(1) of ERISA) with
     respect to the shares of Stock allocated to his account and a pro rata
     portion of the unallocated shares of Stock held in the ESOP Fund, and each
     Participant (or beneficiary or a deceased Participant) shall have the right
     to direct the ESOP Trustee with respect to the vote of the shares of Stock
     allocated to his account, on each matter brought before any meeting of the
     stockholders of the Company. Before each such meeting of stockholders, the
     Company shall cause to be furnished to each Participant (or beneficiary) a
     copy of the proxy solicitation material, together with a form requesting
     confidential directions to the ESOP Trustee on how such shares of Stock
     allocated to such Participant's (or beneficiary's) account shall be voted
     on each such matter. Upon timely receipt of such directions, the ESOP
     Trustee shall on each such matter vote as directed the number of shares
     (including fractional shares) of Stock allocated to such Participant's (or
     beneficiary's) account, and the ESOP Trustee shall have no discretion in
     such matter. The instructions received by the ESOP Trustee from
     Participants (or beneficiaries) shall be held by the ESOP Trustee in
     confidence and shall not be divulged or released to any person, including
     the Committee, officers or employees of the Company or Affiliate (as
     defined in the Plan). If the ESOP Trustee shall not receive timely
     instruction from a Participant, the Trustee shall not vote any shares of
     Company Stock with respect to which such Participant has the right of
     direction and the ESOP Trustee shall have no discretion in the matter. The
     ESOP Trustee shall vote unallocated shares in the same proportion as
     directed shares are voted, and the ESOP Trustee shall have no discretion in
     such matter. In determining such proportion, the ESOP Trustee shall under
     all circumstances include in its calculation the votes of Participants (or
     beneficiaries) on all shares allocated to Participants' (or beneficiaries')
     Plan accounts, giving effect to all affirmative directions by Participants,
     including directions to vote for or against, to abstain or to withhold the
     vote."

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           IN WITNESS WHEREOF, the Company and the ESOP Trustee have caused
these presents to be executed by their duly authorized officers in a number of
copies, all of which shall constitute one and the same instrument, which may be
sufficiently evidenced by any executed copy hereof, this 30th day of July, 1993,
but effective as of April 2, 1991.

                                        CENTRAL LOUISIANA ELECTRIC COMPANY, INC.

                                        By: /s/   DAVID M. EPPLER

ATTEST:

/s/  VERA J. WHITTINGTON
         Secretary

[SEAL]
                                        STATE STREET BANK AND TRUST  COMPANY

                                        By: /s/   ELLEN B. CAMPAGNA
                                                   Vice President

ATTEST:

/s/ JANET DENNEEN
   Asst. Secretary

[SEAL]
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