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**EXHIBIT 10(****v)(5)**

**Central Louisiana Electric Company, Inc.**

**Supplemental Executive Retirement Plan **

ParticipationAgreement

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

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

            1.         The Participant agrees to be bound by and to besubject to all the conditions and terms of the Plan and any rules orinterpretations of the Plan adopted or promulgated thereunder by the Committee,and the Participant expressly acknowledges, agrees and consents to anyinterpretation and construction by the Committee of any provision of the Planand the resolution by the Committee of any question or inquiry arisingthereunder.

            2.         TheParticipant agrees, in consideration for this designation of participationunder the Plan, to relinquish any and all rights that have accrued, or thatwould otherwise have accrued in the future, under the Central LouisianaElectric Company, Inc. Management Security Plan and the Participant herebywaives any notice requirements applicable under that Plan.

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

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

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

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Participantrepresents that the following is a complete list of all benefits that aredefined as "Other Pension Benefits" in the Plan:

                                                                                                                                                                                                                   

                                                                                                                                                                                                                   

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

                                                                                                                                    Ihereby agree to the foregoing terms of participation in the Plan: 

                                                                                                                                   /s/ David M. Eppler                                    

                                                                                                                                                    Signatureof Participant                    

                                                                                                                                   July31, 1992                                               

                                                                                                                                                                   Date" 

**CENTRALLOUISIANA ELECTRIC**

**COMPANY,INC. **

By:  /s/Scott O. Brame                                  

       Scott O.Brame, CEO and Chairman

       of theBoard

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