<PAGE>   1

                                                                 EXHIBIT 4(a)(2)

================================================================================




                    CENTRAL LOUISIANA ELECTRIC COMPANY, INC.


                                       TO


                  THE NATIONAL BANK OF COMMERCE IN NEW ORLEANS,
                                                           AS TRUSTEE


                               ------------------



                          FIRST SUPPLEMENTAL INDENTURE

                           DATED AS OF OCTOBER 1, 1951


                               ------------------



                ISSUE OF FIRST MORTGAGE BONDS, SERIES B, 3 3/4%,

                                       AND

                     FIRST MORTGAGE BONDS, SERIES C, 3 3/4%

                               DUE OCTOBER 1, 1976


                               ------------------



             SUPPLEMENTAL TO INDENTURE OF MORTGAGE AND DEED OF TRUST
                            DATED AS OF JULY 1, 1950




================================================================================
                   PRESS OF ALLEN, LANE & SCOTT, PHILADELPHIA



<PAGE>   2



                               TABLE OF CONTENTS*

                                  -----------
<TABLE>
<CAPTION>


                                                                                             PAGE
<S>                                                                                            <C>
PARTIES ........................................................................................1
RECITALS .......................................................................................1
FORM OF COUPON BOND OF SERIES B AND SERIES C ...................................................2
FORM OF COUPON FOR BONDS OF SERIES B AND SERIES C ..............................................9
FORM OF REGISTERED BOND WITHOUT COUPONS OF SERIES B AND SERIES C ..............................10
RECITAL OF COMPLIANCE WITH LEGAL REQUIREMENTS .................................................16
GRANTING CLAUSES ..............................................................................17
DESCRIPTION OF PROPERTY .......................................................................18
GENERAL AND AFTER-ACQUIRED PROPERTY CLAUSES ...................................................64
APPURTENANCES, ETC . ..........................................................................66
PROPERTIES EXCEPTED FROM LIEN OF INDENTURE ....................................................66
HABENDUM ......................................................................................84
SUBJECT CLAUSE ................................................................................84
GRANT IN TRUST ................................................................................85
DEFEASANCE CLAUSE .............................................................................85
COVENANT CLAUSE................................................................................85

                                           ARTICLE I.

                     DESCRIPTION OF BONDS OF SERIES B AND BONDS OF SERIES C.

SEC. 1.1.     Description of Bonds of Series B ................................................85
SEC. 1.2.     Description of Bonds of Series C ................................................87

                                           ARTICLE II.

                     SINKING AND IMPROVEMENT FUND FOR BONDS OF SERIES B AND
                                        BONDS OF SERIES C.

SEC. 2.1.     Covenant to deposit certain amount with Trustee as sinking fund for Bonds
              of Series B .....................................................................88
SEC. 2.2.     Covenant to deposit certain amount with Trustee as sinking fund for Bonds
              of Series C .....................................................................90
SEC. 2.3.     Cancellation of Bonds acquired through sinking fund .............................92
SEC. 2.4.     Compensation and reimbursement of Trustee for administration of sinking
              fund ............................................................................92
</TABLE>

------------------
     * The table of contents is not a part of the Indenture as executed.



<PAGE>   3



                                       ii

                                  ARTICLE III.

                        AMENDMENTS OF ORIGINAL INDENTURE.

<TABLE>
<CAPTION>

                                                                                             PAGE
<S>        <C>                                                                         <C>
SEC. 3.1.  Section 1.03 (viii) amended .........................................................92
SEC. 3.2.  Section 2.07 amended ................................................................93
SEC. 3.3.  Section 2.10 amended ................................................................93
SEC. 3.4.  Section 4.04 amended ................................................................93
SEC. 3.5.  Section 5.07 amended ................................................................93
SEC. 3.6.  Section 5.10 amended ................................................................93
SEC. 3.7.  Line 2 of Section 5.20 amended ......................................................94
SEC.       Section 5.20 amended by addition to last line covering additions to earned
           surplus .............................................................................94
SEC. 3.9.  Sections 8.02 and 15.01 amended .....................................................94
SEC. 3.10. Application of Section 5.15 limited .................................................95
SEC. 3.11. First Supplemental Indenture exempted from Section 17.02 of original
           Indenture ...........................................................................95
SEC. 3.12. New Sections 5.24 and 5.25 added to Article V of original Indenture .................95
SEC. 3.13  Reference to certain additions to and amendments of "Saving and Excepting"
           clauses of original Indenture .......................................................96

                                   ARTICLE IV.

                   STAMPING AND REVISION OF BONDS OF SERIES A.

SEC. 4.1.  Form of stamping ....................................................................96
SEC. 4.2.  Revision of Bonds of Series A .......................................................96

                                   ARTICLE V.

                                 MISCELLANEOUS.

SEC. 5.1.  Lien of Indenture ...................................................................97
SEC. 5.2.  Original Indenture confirmed as supplemented ........................................97
SEC. 5.3.  Trustees liabilities limited to original Indenture as supplemented ..................97
SEC. 5.4.  Counterparts of First Supplemental Indenture ........................................97
SEC. 5.5.  Date of First Supplemental Indenture ................................................97

TESTIMONIUM ....................................................................................98
EXECUTION ......................................................................................98
ACKNOWLEDGMENTS ................................................................................99
RECORDING DATA .................................................................................102
</TABLE>



<PAGE>   4





         FIRST SUPPLEMENTAL INDENTURE, dated as of October 1, 1951, between
CENTRAL LOUISIANA ELECTRIC COMPANY, INC., a corporation duly organized and
existing under and by virtue of the laws of the State of Louisiana (hereinafter
sometimes called the "Company"), party of the first part, and THE NATIONAL BANK
OF COMMERCE IN NEW ORLEANS, a national banking association duly organized and
existing under and by virtue of the laws of the United States of America, as
Trustee under the Indenture of Mortgage hereinafter mentioned (hereinafter
sometimes called the "Trustee"), party of the second part.

         WHEREAS, the Company heretofore executed and delivered its Indenture of
Mortgage (hereinafter called "Original Indenture"), dated as of July 1, 1950, to
the Trustee, to secure the Company's First Mortgage Bonds, limited to
$100,000,000 aggregate principal amount at any one time outstanding and issuable
in series, from time to time, in the manner and subject to the conditions set
forth in the Original Indenture, and by said Original Indenture granted and
conveyed unto the Trustee, upon the trusts, uses and purposes specifically
therein set forth, certain real estate, franchises and other property therein
described, including property acquired after the date thereof except as therein
otherwise provided; and

         WHEREAS, the Company has heretofore issued under the Original Indenture
$5,500,000 principal amount of its First Mortgage Bonds, Series A, 3%, of which
$5,445,000 principal amount remains outstanding as of the date of this
supplemental indenture (hereinafter called "First Supplemental Indenture"), the
Original Indenture as amended or supplemented by all indentures supplemental
thereto, including this First Supplemental Indenture (being hereinafter referred
to as the "Indenture"); and

         WHEREAS, the Original Indenture provides for the issuance of bonds
thereunder in one or more series, the form of each series of bonds and of the
coupons to be attached to the coupon bonds to be



<PAGE>   5


                                        2

substantially in the forms set forth therein with such omissions, variations,
and insertions as are authorized or permitted by the Original Indenture and
determined and specified by the Board of Directors of the Company; and

         WHEREAS, the Company by appropriate corporate action in conformity with
the terms of the Original Indenture has duly determined to create a second and
third series of bonds under the Indenture to be designated, respectively, as
"First Mortgage Bonds, Series B, 3 3/4%" (herein sometimes called the "bonds of
Series B"), and "First Mortgage Bonds, Series C, 3 3/4%" (herein sometimes
called the "bonds of Series C"), which said series are to have the same terms
and conditions except as to certain redemption provisions and which said bonds
of Series B and Series C, and the interest coupons to be attached to the coupon
bonds of said series, are to be substantially in the following forms,
respectively:

                 [FORM OF COUPON BOND OF SERIES B AND SERIES C]

                    CENTRAL LOUISIANA ELECTRIC COMPANY, INC.

                  First Mortgage Bond, Series *        , 3 3/4%

                               Due October 1, 1976

No.                                                                       $1000

         CENTRAL LOUISIANA ELECTRIC COMPANY, INC., a corporation organized and
existing under the laws of the State of Louisiana (hereinafter called the
"Company", which term shall include any successor corporation as defined in the
Indenture hereinafter referred to), for value received, hereby promises to pay
to bearer, or, if this bond be registered as to principal, to the registered
holder hereof, on October 1, 1976, at the office or agency of the Company in the
City of New Orleans, Louisiana, One Thousand Dollars ($1000) in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for public and private debts, and to pay interest thereon
semi-annually on April 1 and October 1 of each year at the rate of three and
three-fourths per centum (3 3/4%) per annum at such

------------------
     * The letter "B" to be inserted in bonds of Series B, and the letter "C' to
be inserted in bonds of Series C, in all places in the bonds where such
designations are left blank.



<PAGE>   6


                                        3

office or agency in like coin or currency, from October 1, 1951, until this bond
shall mature, according to its terms or on prior redemption or by declaration or
otherwise, but only upon presentation and surrender of the coupons for such
interest installments as are evidenced thereby, hereto appertaining, as they
shall severally mature, and at the highest rate of interest borne by any of the
bonds outstanding under the Indenture hereinafter referred to, from such date of
maturity until the obligation of the Company with respect to payment of the
principal hereof, and premium, if any, shall have been discharged.

     This bond is one of an authorized issue of bonds of the Company known as
its First Mortgage Bonds, limited to One Hundred Million Dollars ($100,000,000)
at any one time outstanding, issued and to be issued, in one or more series, and
equally and ratably secured (except insofar as a sinking fund or other similar
fund established in accordance with the provisions of the Indenture may afford
additional security for the bonds of any specific series) by an indenture
(herein called the "Original Indenture") dated as of July 1, 1950, executed by
the Company to THE NATIONAL BANK OF COMMERCE OF NEW ORLEANS, as Trustee
(hereinafter called the "Trustee"), as supplemented and amended by a First
Supplemental Indenture dated as of October 1, 1951, executed by the Company to
the Trustee, to which Original Indenture, First Supplemental Indenture and all
other indentures supplemental thereto (said Original Indenture as so sup-
plemented and amended being herein called the "Indenture") reference is hereby
made for a description of the property mortgaged and pledged, the nature and
extent of the security, the rights of the holders of the bonds and of the
Company in respect of such security, the rights, duties and immunities of the
Trustee, and the terms and conditions upon which the bonds are, and are to be,
secured. As provided in the Indenture, the bonds may be issued in series for
various principal sums, may bear different dates and mature at different times,
may bear interest at different rates and may otherwise vary as in the Indenture
provided or permitted. This bond is one of the bonds described in the Indenture
and designated therein as "First Mortgage Bonds, Series     3 3/4% (hereinafter
referred to as the "bonds of Series  * ").



<PAGE>   7


                                        4

         The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than 75% in aggregate
principal amount of all the bonds at the time outstanding, determined and
evidenced as in the Indenture provided, or in case the rights under the
Indenture of the holders of bonds of one or more, but less than all, of the
series of bonds outstanding shall be affected, then with the consent of the
holders of not less than 75% in aggregate principal amount of the bonds at the
time outstanding of the one or more series affected, determined and evidenced as
in the Indenture provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or modifying in any manner the rights of the holders of the bonds
and coupons; provided, however, that no such supplemental indenture shall (I)
extend the fixed maturity of any bonds, or reduce the rate or extend the time of
payment of interest thereon, or modify the terms of payment of principal at
maturity or by redemption, or otherwise modify the terms of payment of any bond,
without the consent of the holder of each bond so affected, or (ii) reduce the
percentage of bonds, the holders of which are required to consent to any such
supplemental indenture, without the consent of the holders of all bonds then
outstanding, or (iii) permit the creation of any lien ranking prior to or equal
with the lien of the Indenture on any of the mortgaged and pledged property
without the consent of the holders of all bonds then outstanding, or (iv)
deprive the holder of any outstanding bond of the lien of the Indenture on any
of the mortgaged and pledged property without the consent of the holder of each
bond so affected. Any such consent by the holder of this bond (unless
effectively revoked as provided in the Indenture) shall be conclusive and
binding upon such holder and upon all future holders of this bond, irrespective
of whether or not any notation of such consent is made upon this bond. No
reference herein to the Indenture and no provision of this bond or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay at the stated or accelerated maturity herein and in
the Indenture provided, the principal of and interest and premium, if any, on
this bond at the time and place and at the rate and in the coin or currency
herein prescribed.



<PAGE>   8


                                        5

         The coupon bonds of Series * are issuable in the denomination of
$1,000. The registered bonds without coupons of Series * are issuable in
denominations of $1,000 and any multiple of $1,000. At the office or agency to
be maintained by the Company in said City of New Orleans and in the manner,
subject to the limitations, and upon payment of the charges provided in the
Indenture, coupon bonds of such series, with all unmatured coupons and any
matured coupons in default thereto appertaining, may be exchanged for a like
aggregate principal amount of registered bonds without coupons of such series,
and registered bonds without coupons of such series may be exchanged for a like
aggregate principal amount of coupon bonds of such series bearing all unmatured
coupons and any matured coupons in default or for a like aggregate principal
amount of registered bonds without coupons of such series of other authorized
denominations.

         The bonds of Series * are entitled to the benefit of the Sinking and
Improvement Fund provided for in Article H of the First Supplemental Indenture.

         The bonds of Series * may be redeemed, either at the option of the
Company or pursuant to certain requirements of the Indenture, on any date prior
to maturity, as a whole or from time to time in part, upon publication at least
once in each of four successive calendar weeks, upon any business day of each
such calendar week, of notice of such redemption in a newspaper printed in the
English language and customarily published on each business day and of general
circulation in the Borough of Manhattan, The City of New York, New York, and
like publication in a similar newspaper of said City of New Orleans, the first
publication in each case to be not less than thirty (30) days and not more than
sixty (60) days before such redemption date (provided, however, that if all the
bonds of Series * at the time outstanding shall be registered bonds without
coupons or coupon bonds registered as to principal, such publication need not be
made, but, in lieu thereof, such notice may be given by mailing the same to each
registered holder of a bond so to be redeemed directed to his registered address
not less than thirty (30) days and not more than sixty (60) days before the
redemption date); all as provided in the Indenture.



<PAGE>   9


                                        6

To be
inserted
in Bonds
of Series B.

                  If redeemed by the application of moneys in the Sinking and
         Improvement Fund for bonds of Series B provided for in Article H of the
         First Supplemental Indenture or moneys in the Depreciation Fund
         provided for in Section 5.07 of the Indenture or by the application of
         moneys received by the Trustee in connection with any release of
         property upon any acquisition thereof by any municipal corporation or
         other governmental subdivision or governmental body or public
         authority, the bonds of Series B are redeemable in such coin or
         currency of the United States of America as at the time of payment
         shall be legal tender for public and private debts, at the redemption
         price at the time applicable, as set forth in Column A of the following
         schedule, and if redeemed otherwise than by the application of such
         moneys, the bonds of Series B are redeemable in like coin or currency,
         at the redemption price at the time applicable, as set forth in Column
         B of the following schedule, together with, in each case, interest
         accrued to the date fixed for redemption:

<TABLE>
<CAPTION>
                                                                Redemption Price
                                                         (Percentage of Principal Amount)
                                                         --------------------------------
             If redeemed during the period                   Col. A          Col. B
         -------------------------------------              ---------       ---------
         <S>                                                  <C>             <C>
         October 2, 1951 - September 30, 1952......           108.41          111.00
         October 1, 1952 - September 30, 1953......           108.18          110.00
         October 1, 1953 - September 30, 1954......           107.94          110.00
         October 1, 1954 - September 30, 1955......           107.69          110.00
         October 1, 1955 - September 30, 1956......           107.44          109.00
         October 1, 1956 - September 30, 1957......           107.18          109.00
         October 1, 1957 - September 30, 1958......           106.91          109.00
         October 1, 1958 - September 30, 1959......           106.63          109.00
         October 1, 1959 - September 30, 1960......           106.35          108.00
         October 1, 1960 - September 30, 1961......           106.05          108.00
         October 1, 1961 - September 30, 1962......           105.75          107.00
         October 1, 1962 - September 30, 1963......           105.44          107.00
         October 1, 1963 - September 30, 1964......           105.12          107.00
         October 1, 1964 - September 30, 1965......           104.79          106.00
         October 1, 1965 - September 30, 1966......           104.45          106.00
         October 1, 1966 - September 30, 1967......           104.10          106.00
         October 1, 1967 - September 30, 1969......           103.74          105.00
         October 1, 1968 - September 30, 1969......           103.38          105.00
         October 1, 1969 - September 30, 1970......           103.00          104.00
         October 1, 1970 - September 30, 1971......           102.60          104.00
         October 1, 1971 - September 30, 1972......           102.20          103.00
         October 1, 1972 - September 30, 1973......           101.79          103.00
         October 1, 1973 - September 30, 1974......           101.36          102.00
         October 1, 1974 - September 30, 1975......           100.92          101.00
         October 1, 1975 - September 30, 1976......           100.47          100.50
</TABLE>



<PAGE>   10


                                        7

To be
inserted
in Bonds
of Series C.

                  If redeemed by the application of moneys in the Sinking and
         Improvement Fund for bonds of Series C provided for in Article II of
         the First Supplemental Indenture or moneys in the Depreciation Fund
         provided for in Section 5.07 of the Indenture or by the application of
         moneys received by the Trustee in connection with any release of
         property upon any acquisition thereof by any municipal corporation or
         other governmental subdivision or governmental body or public
         authority, the bonds of Series C are redeemable in such coin or
         currency of the United States of America as at the time of payment
         shall be legal tender for public and private debts at the principal
         amount thereof together with accrued interest to the date fixed for
         redemption, without premium, and if remoneys,otherwise than by the
         application of such the bonds of Series C are redeemable in like coin
         or currency, at the redemption price at the time applicable, as set
         forth in the following schedule, together with, in each case, interest
         accrued to the date fixed for redemption:

<TABLE>
<CAPTION>
                                                             Redemption Price
                                                              (Percentage of
             If redeemed during the period                   Principal Amount)
         ------------------------------------                ------------------
         <S>                                                       <C>
         October 2, 1951 - September 30, 1952................      103 2/8
         October 1, 1952 - September 30, 1953................      103
         October 1, 1953 - September 30, 1954................      102 7/8
         October 1, 1954 - September 30, 1955................      102 3/4
         October 1, 1955 - September 30, 1956................      102 5/8
         October 1, 1956 - September 30, 1957................      102 1/2
         October 1, 1957 - September 30, 1958................      102 1/2
         October 1, 1958 - September 30, 1959................      102 3/8
         October 1, 1959 - September 30, 1960................      102 1/4
         October 1, 1960 - September 30, 1961................      102 1/8
         October 1, 1961 - September 30, 1962................      102
         October 1, 1962 - September 30, 1963................      101 7/8
         October 1, 1963 - September 30, 1964................      101 3/4
         October 1, 1964 - September 30, 1965................      101 5/8
         October 1, 1965 - September 30, 1966................      101 1/2
         October 1, 1966 - September 30, 1967................      101 3/8
         October 1, 1967 - September 30, 1968................      101 1/4
         October 1, 1968 - September 30, 1969................      101 1/8
         October 1, 1969 - September 30, 1970................      101
         October 1, 1970 - September 30, 1971................      100 7/8
         October 1, 1971 - September 30, 1972................      100 3/4
         October 1, 1972 - September 30, 1973................      100 5/8
         October 1, 1973 - September 30, 1974................      100 1/2
         October 1, 1974 - September 30, 1975................      100 1/4
         October 1, 1975 - October 1,1976....................      100
</TABLE>



<PAGE>   11


                                        8

If this bond is called for redemption and payment hereof is duly provided for as
specified in the Indenture, interest shall cease to accrue hereon from and after
the date fixed for redemption.

         The Indenture provides that if the Company shall deposit with the
Trustee in trust for the purpose funds sufficient to pay the principal of all of
the bonds of any series, or such of the bonds of any series as have been or are
to be called for redemption, and premium, if any, thereon, and all interest
payable on such bonds to the date on which they become due and payable at
maturity or upon redemption or otherwise, and shall comply with the other
provisions of the Indenture in respect thereof, then from the date of such
deposit such bonds shall no longer be entitled to any lien or benefit under the
Indenture.

         The principal hereof may be declared or may become due prior to the
express date of the maturity hereof on the conditions, in the manner and at the
time set forth in the Indenture, upon the occurrence of a completed default as
in the Indenture provided; subject, however, to the right, under certain
circumstances, of the holders of a majority in the principal amount of the bonds
outstanding to annul such declaration.

         This bond is negotiable and shall pass by delivery unless registered as
to principal at the office or agency of the Company in said City of New Orleans,
and such registration noted hereon, after which no valid transfer hereof can be
made, except at such office or agency, until after registered transfer to
bearer, but after such registered transfer to bearer this bond shall be again
transferable by delivery. Such registration, however, shall not affect the
negotiability of the coupons, which shall always remain payable to bearer, be
treated as negotiable and pass by delivery. The Company and the Trustee, any
paying agent and any bond registrar may deem and treat the bearer of this bond
if it is not registered as to principal, or, if this bond is registered as
herein authorized, the person in whose name this bond is registered, as the
absolute owner hereof, and the bearer of any coupon hereunto appertaining, as
the absolute owner thereof, whether or not this bond or such coupon shall be
overdue, for the purpose of receiving payment and for all other purposes and
neither the Company nor the Trustee nor any paying agent nor any bond registrar
shall be affected by any notice to the contrary.

         No recourse shall be had for the payment of the principal of or
interest on this bond, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture, against any




<PAGE>   12


                                        9

incorporator or any past, present or future subscriber to the capital stock,
stockholder, officer or director, as such, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, under any rule of law, statute or constitution or by the
enforcement of any assessment or otherwise, all such liability of incorporators,
subscribers, stockholders, officers and directors, as such, being waived and
released by the holder and owner hereof by the acceptance of this bond and being
likewise waived and released by the terms of the Indenture.

         Neither this bond nor the coupons hereto attached shall become valid or
obligatory for any purpose until THE NATIONAL BANK OF COMMERCE IN NEW ORLEANS,
the Trustee under the Indenture, or its successor thereunder, shall have signed
the certificate of authentication endorsed hereon.


      In Witness Whereof, CENTRAL LOUISIANA ELECTRIC COMPANY, INC. has caused
this bond to be signed in its name by its President or one of its
Vice-Presidents and its corporate seal, or a facsimile thereof, to be affixed
hereto and attested by its Secretary or one of its Assistant Secretaries, and
interest coupons bearing the facsimile signature of its Treasurer to be attached
hereto, and this bond to be dated October 1, 1951.

                                     CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
                                        By

                                                                President.
Attest:

                       Secretary.

           (Form of Coupon for Bonds of Series * )

                                                                          $18.75

On the first day of    , 19 , unless the bond hereinafter mentioned shall have
been called for previous redemption and payment of the redemption price thereof
shall have been duly provided for, CENTRAL LOUISIANA ELECTRIC COMPANY, INC. will
pay to bearer, upon surrender of this coupon, at its office or agency in the
City of



<PAGE>   13


                                       10

New Orleans, Louisiana, Eighteen Dollars and Seventy-five Cents in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for public and private debts, being six months' interest then due
on its First Mortgage Bond, Series *     , 3 3/4 %, No.      .

                                                                      Treasurer.

               [FORM OF REGISTERED BOND OF SERIES B AND SERIES C.]

                    CENTRAL LOUISIANA ELECTRIC COMPANY, INC.

                   First Mortgage Bond, Series *    , 3 3/4%,

                               Due October 1, 1976

No.                                                                   $

         CENTRAL LOUISIANA ELECTRIC COMPANY, INC., a corporation organized and
existing under the laws of the State of Louisiana (herein after called the
"Company", which term shall include any successor corporation as defined in the
Indenture hereinafter referred to), for value received, hereby promises to pay
to             or registered assigns on October 1, 1976, at the office or agency
of the Company in the City of New Orleans, Louisiana, Dollars ($          ) in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for public and private debts, and to pay interest thereon
semi-annually on April 1 and October 1 of each year, at the rate of three and
three-fourths per centum (3 3/4%) per annum., at such office or agency, in like
coin or currency, from the interest payment date next preceding the date of this
bond, or if this bond be dated prior to April 1, 1952 then from October 1, 1951,
until this bond shall mature, according to its terms or on prior redemption or
by declaration or otherwise, and at the highest rate of interest borne by any of
the bonds outstanding under the Indenture hereinafter referred to, from such
date of maturity until the obligation of the Company with respect to payment of
the principal hereof, and premium, if any, shall have been discharged.

         This bond is one of an authorized issue of bonds of the Company known
as its First Mortgage Bonds, limited to One Hundred Million Dollars
($100,000,000) at any one time outstanding, issued and to be issued, in one or
more series, and equally and ratably secured (except insofar as a sinking fund
or other similar fund established in accord



<PAGE>   14



                                       11

ance with the provisions of the Indenture may afford additional security for the
bonds of any specific series) by an indenture (herein called the "Original
Indenture") dated as of July 1, 1950, executed by the Company to THE NATIONAL
BANK OF COMMERCE IN NEW ORLEANS, as Trustee (hereinafter called the "Trustee"),
as supplemented and amended by a First Supplemental Indenture dated as of
October 1, 1951, executed by the Company to the Trustee, to which Original
Indenture, First Supplemental Indenture and all other indentures supplemental
thereto (said Original Indenture as so supplemented and amended being herein
called the "Indenture") reference is hereby made for a description of the
property mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds and of the Company in respect of such
security, the rights, duties and immunities of the Trustee, and the terms and
conditions upon which the bonds are, and are to be, secured. As provided in the
Indenture, the bonds may be issued in series for various principal sums, may
bear different dates and mature at different times, may bear interest at
different rates and may otherwise vary as in the Indenture provided or
permitted. This bond is one of the bonds described in the Indenture and
designated therein as "First Mortgage Bonds, Series*      , 3 3/4%" (hereinafter
referred to as the "bonds of Series*      ").

         The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than 75% in aggregate
principal amount of all the bonds at the time outstanding, determined and
evidenced as in the Indenture provided, or in case the rights under the
Indenture of the holders of bonds of one or more, but less than all, of the
series of bonds outstanding shall be affected, then with the consent of the
holders of not less than 75% in aggregate principal amount of the bonds at the
time outstanding of the one or more series affected, determined and evidenced as
in the Indenture provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or modifying in any manner the rights of the holders of the bonds
and coupons; provided, however, that no such supplemental indenture shall (I)
extend the fixed maturity of any bonds, or reduce the rate or extend the time of
payment of interest thereon, or modify the terms of payment of principal at
maturity or by redemption, or otherwise modify the terms of payment of any bond,
without the consent of the holder of each bond so affected, or (ii) reduce the
percentage of bonds, the holders of which are required





<PAGE>   15


                                       12

to consent to any such supplemental indenture, without the consent of the
holders of all bonds then outstanding, or (iii) permit the creation of any lien
ranking prior to or equal with the lien of the Indenture on any of the mortgaged
and pledged property without the consent of the holders of all bonds then
outstanding, or (iv) deprive the holder of any outstanding bond of the lien of
the Indenture on any of the mortgaged and pledged property without the consent
of the holder of each bond so affected. Any such consent by the holder of this
bond (unless effectively revoked as provided in the Indenture) shall be
conclusive and binding upon such holder and upon all future holders of this
bond, irrespective of whether or not any notation of such consent is made upon
this bond. No reference herein to the Indenture and no provision of this bond or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay at the stated or accelerated maturity herein
and in the Indenture provided, the principal of and interest and premium, if
any, on this bond at the time and place and at the rate and in the coin or
currency herein prescribed.

         The coupon bonds of Series*  are issuable in the denomination of
$1,000. The registered bonds without coupons of Series*  are issuable in
denominations of $1,000 and any multiple of $1,000. At the office or agency to
be maintained by the Company in said City of New Orleans and in the manner,
subject to the limitations, and upon payment of the charges provided in the
Indenture, coupon bonds of such series, with all unmatured coupons and any
matured coupons in default thereto appertaining, may be exchanged for a like
aggregate principal amount of registered bonds without coupons of such series,
and registered bonds without coupons of such series may be exchanged for a like
aggregate principal amount of coupon bonds of such series bearing all unmatured
coupons and any matured coupons in default or for a like aggregate principal
amount of registered bonds without coupons of such series of other authorized
denominations.

         The bonds of Series*  are entitled to the benefit of the Sinking and
Improvement Fund provided for in Article II of the First Supplemental Indenture.

         The bonds of Series*  may be redeemed, either at the option of the
Company or pursuant to certain requirements of the Indenture, on any date prior
to maturity, as a whole or from time to time in part, upon publication at least
once in each of four successive calendar weeks, upon any business day of each
such calendar week, of



<PAGE>   16


                                       13

notice of such redemption in a newspaper printed in the English language and
customarily published on each business day and of general circulation in the
Borough of Manhattan, The City of New York, New York, and like publication in a
similar newspaper of said City of New Orleans, the first publication in each
case to be not less than thirty (30) days and not more than sixty (60) days
before such redemption date (provided, however, that if all the bonds of Series
* at the time outstanding shall be registered bonds without coupons or coupon
bonds registered as to principal, such publication need not be made, but, in
lieu thereof, such notice may be given by mailing the same to each registered
holder of a bond so to be redeemed directed to his registered address not less
than thirty (30) days and not more than sixty (60) days before the redemption
date); all as provided in the Indenture.

To be
inserted
in bonds
of Series B.

                        If redeemed by the application of moneys in the Sinking
                   and Improvement Fund for bonds of Series B, provided for in
                   Article II of the First Supplemental Indenture or moneys in
                   the Depreciation Fund provided for in Section 5.07 of the
                   Indenture or by the application of moneys received by the
                   Trustee in connection with any release of property upon any
                   acquisition thereof by any municipal corporation or other
                   governmental subdivision or governmental body or public
                   authority, the bonds of Series B are redeemable in such coin
                   or currency of the United States of America as at the time of
                   payment shall be legal tender for public and private debts,
                   at the redemption price at the time applicable, as set forth
                   in Column A of the following schedule, and if redeemed
                   otherwise than by the application of such moneys, the bonds
                   of Series B are redeemable in like coin or currency, at the
                   redemption price at the time applicable, as set forth in
                   Column B of the following schedule, together with, in each
                   case, interest accrued to the date fixed for redemption:

                                         (There will be inserted
                                here in all registered bonds without
                                coupons of Series B, the same tables
                                of redemption prices and
                                corresponding dates as are specified
                                for such redemption in the form of
                                coupon bond of Series B hereinbefore
                                set forth.)



<PAGE>   17


                                       14

To be
inserted
in bonds
of Series C.


                  If redeemed by the application of moneys in the Sinking and
         Improvement Fund for bonds of Series C provided for in Article II of
         the First Supplemental Indenture or moneys in the Depreciation Fund
         provided for in Section 5.07 of the Indenture or by the application of
         moneys received by the Trustee in connection with any release of
         property upon any acquisition thereof by any municipal corporation or
         other governmental subdivision or governmental body or public
         authority, the bonds of Series C are redeemable in such coin or
         currency of the United States of America as at the time of payment
         shall be legal tender for public and private debts at the principal
         amount thereof together with accrued interest to the date fixed for
         redemption, without premium, and if redeemed otherwise than by the
         application of such moneys, the bonds of Series C are redeemable in
         like coin or currency, at the redemption price at the time applicable,
         as set forth in the following schedule, together with, in each ease,
         interest accrued to the date fixed for redemption:

                                     (There will be inserted
                            here in all registered bonds without
                            coupons of Series C, the same table
                            of redemption prices and
                            corresponding dates as are specified
                            for such redemption in the form of
                            coupon bond of Series C hereinbefore
                            set forth.)

If this bond is called for redemption and payment hereof is duly provided for as
specified in the Indenture, interest shall cease to accrue hereon from and after
the date fixed for redemption.

         The Indenture provides that if the Company shall deposit with the
Trustee in trust for the purpose funds sufficient to pay the principal of all of
the bonds of any series, or such of the bonds of any series as have been or are
to be called for redemption, and premium, if any, thereon, and all interest
payable on such bonds to the date on which they become due and payable at
maturity or upon redemption or otherwise, and shall comply with the other
provisions of the Indenture in respect thereof, then from the date of such
deposit such bonds shall no longer be entitled to any lien or benefit under the
Indenture.



<PAGE>   18


                                       15

          The principal hereof may be declared or may become due prior to the
express date of the maturity hereof on the conditions, in the manner and at the
time set forth in the Indenture, upon the occurrence of a completed default as
in the Indenture provided; subject, however, to the right, under certain
circumstances, of the holders of a majority in the principal amount of the bonds
outstanding to annul such declaration.

          This bond is transferable as prescribed in the Indenture by the
registered holder hereof in person, or by his duly authorized attorney, at the
office or agency of the Company in said City of New Orleans, upon surrender and
cancellation of this bond, and upon payment, if the Company shall require it, of
the transfer charges prescribed in the Indenture, and thereupon, a new
registered bond or bonds without coupons of authorized denominations of the same
series and for the same aggregate principal amount will be issued to the
transferee in exchange herefor as provided in the Indenture. The Company and the
Trustee, any paying agent and any bond registrar may deem and treat the person
in whose name this bond is registered as the absolute owner hereof, whether or
not this bond shall be overdue, for the purpose of receiving payment and for all
other purposes and neither the Company nor the Trustee nor any paying agent nor
any bond registrar shall be affected by any notice to the contrary.

          No recourse shall be had for the payment of the principal of or
interest on this bond, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture, against any incorporator or
any past, present or future subscriber to the capital stock, stockholder,
officer or director, as such, of the Company or of any successor corporation,
either directly or through the Company or any successor corporation, under any
rule of law, statute or constitution or by the enforcement of any assessment or
otherwise, all such liability of incorporators, subscribers, stockholders,
officers and directors, as such, being waived and released by the holder and
owner hereof by the acceptance of this bond and being likewise waived and
released by the terms of the Indenture.

          This bond shall not become valid or obligatory for any purpose until
THE NATIONAL BANK OF COMMERCE IN NEW ORLEANS, the Trustee under the Indenture,
or its successor thereunder, shall have signed the certificate of authentication
endorsed hereon.



<PAGE>   19


                                       16

         In Witness Whereof, CENTRAL LOUISIANA ELECTRIC COMPANY, INC. has caused
this bond to be signed in its name by its President or one of its
Vice-Presidents and its corporate seal, or a facsimile thereof, to be affixed
hereto and attested by its Secretary or one of its Assistant Secretaries, and
this bond to be dated

                                     CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
                                        By

                                                                  President.

Attest:

                        Secretary.

and

         WHEREAS, all acts and things prescribed by law and by the charter and
by-laws of the Company necessary to make the bonds of Series B and Series C,
when executed by the Company and authenticated by the Trustee, as in the
Original Indenture provided, valid, binding and legal obligations of the
Company, entitled in all respects to the security of the said Original Indenture
and indentures supplemental thereto, have been performed; and

         WHEREAS, provision is made in Sections 5.10 and 17.01 of the Original
Indenture for such further instruments and indentures supplemental to the
Original Indenture, as may be necessary or proper to carry out more effectually
the purposes of the Original Indenture, and to subject to the lien of the
Original Indenture any property acquired after the date of the Original
Indenture and intended to be covered thereby, with the same force and effect as
though included in the granting clauses thereof, and to add such further
covenants, restrictions or conditions for the protection of the mortgaged and
pledged property and the holders of the bonds as the Board of Directors of the
Company and the Trustee shall consider to be for the protection of the holders
of the bonds, and to set forth the terms and provisions of any series of bonds
to be issued under the Original Indenture and the form of the bonds and coupons
of such series; and the Company since the date of the Original Indenture has
acquired additional property



<PAGE>   20


                                       17

not heretofore specifically subjected to the lien of the Original Indenture; and
it is desired to add certain further covenants, restrictions and conditions for
the protection of the mortgaged and pledged property and the holders of the
bonds, as provided in this First Supplemental Indenture, which the Board of
Directors of the Company and the Trustee consider to be for the protection of
the holders of the bonds; and the Company desires to issue bonds of Series B and
Series C; and the Company desires to amend certain provisions of the Original
Indenture and to obtain the release of certain parcels of land from the lien of
said Indenture without compliance with the terms of said Indenture, as
hereinafter provided; and the Company therefore deems it advisable to enter into
this First Supplemental Indenture in the form and terms hereof; and

         WHEREAS, the execution and delivery of this First Supplemental
Indenture has been duly authorized by the Board of Directors of the Company at a
meeting duly called and held according to law, and the holders of all of the
bonds outstanding under the Original Indenture have duly consented to the
amendments of certain provisions of the Original Indenture and to the release of
certain parcels of land from the lien of said Indenture without compliance with
the terms of said Indenture, as hereinafter provided, and all conditions and
requirements necessary to make this First Supplemental Indenture a valid,
binding and legal instrument in accordance with its terms, for the purposes
herein expressed, and the execution and delivery hereof, in the form And terms
hereof, have been in all respects duly authorized;

         Now, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
That Central Louisiana Electric Company, Inc., by way of further assurance and
in consideration of the premises and of the acceptance by the Trustee of the
trusts hereby created and of one dollar to it duly paid by the Trustee at or
before the ensealing and delivery of these presents, the receipt whereof is
hereby acknowledged, and in order to further secure the payment of the principal
of, the premium, if any, and the interest on all bonds at any time issued and
outstanding under the Indenture, according to their tenor and effect, and the
performance and observance by the Company of all the covenants and conditions
herein and therein contained, and of said bonds, has executed and delivered this
First Supplemental Indenture, and hath granted, bargained, sold, aliened,
remised, released, conveyed,



<PAGE>   21


                                       18

assigned, transferred, mortgaged, hypothecated, affected, pledged, set over and
confirmed, and by these presents does grant, bargain, sell, alien, remise,
release, convey, assign, transfer, mortgage, hypothecate, affect, pledge, set
over and confirm, unto The National Bank of Commerce in New Orleans, as Trustee,
and to its successors in the trust, and to its and their assigns forever, all
the following described properties of the Company, that is to say:
         All property, real, personal and mixed, tangible and intangible, owned
by the Company on the date of the execution hereof or which may be hereafter
acquired by it (except such property now owned or hereafter acquired as is
expressly excepted from the lien of the Indenture by the terms of the Original
Indenture or this First Supplemental Indenture).
         The property covered by the lien of the Indenture shall include
particularly, among other property, without prejudice to the general and
particular descriptions of property contained in the Original Indenture or this
First Supplemental Indenture or to the generality of the language in the
Original Indenture or hereinbefore or hereinafter contained, the following
described property:

                                       I.

    THE FOLLOWING DESCRIBED REAL ESTATE, TOGETHER WITH ALL IMPROVEMENTS
THEREON, SITUATED IN THE STATE OF LOUISIANA:

                   Parcel 1. A certain tract or parcel of land within the
         corporate limits of the Town of Slidell, Parish of St. Tammany,
         consisting of Lots Twelve (12), Thirteen (13), Fourteen (14), Fifteen
         (15), Sixteen (16) and Seventeen (17), the West side of said land being
         One Hundred Fifty (150) feet in length and bounded by Harvey Boulevard,
         the South side being Three Hundred Thirty-six and three-tenths (336.3)
         feet in length and bounded by Florida Street, the East side being One
         Hundred Forty-one (141) feet in length and bounded by Fourth Street,
         the north side being Three Hundred feet (300) in length and bounded by
         Lots Eleven (11) and Eighteen (18) according to the latest plan of said
         land being in Square One (1) in the Northeast Quarter (NE 1/4) of
         Section Ten (10), Township 9 South, Range Fourteen (14) East.

         Parcel 2. A certain tract of land in the Town of Slidell, St. Tammany
Parish; Lots Eighteen (18) and Nineteen (19) in



<PAGE>   22


                                       19

Square One (1) of the Brugier Addition to the said Town; each of said lots
measures Forty-seven and three-tenths (47.3) feet on Fourth Street and extends
toward Harvey Boulevard as follows: Lot Eighteen (18) a distance of One Hundred
Forty-nine (149) feet; Lot Nineteen (19) a distance of One Hundred Eighteen
(118) feet; said Square One (1) is bounded on the North by Hall Avenue; on the
South by Florida Avenue, on the East by Fourth Street and on the West by Harvey
Boulevard.

         Parcels 1 and 2 being part of the property acquired by Louisiana Public
Utilities Co., Inc., from Slidell Ice & Light Co. by Act passed before L. V.
Cooley, Jr., Notary Public, Parish of St. Tammany, dated October 31, 1925,
registered in the conveyance records of St. Tammany Parish in Book 90, Folio
573.

         Parcels 1 and 2 have located thereon an electric generating plant.

         Parcel 3. A parcel of land lying and being situated in the Northwest
corner of Section Ten (10) in the Town of Slidell, St. Tammany Parish,
Louisiana, and more fully described as follows, to-wit: From the intersection of
the West boundary line of Section Ten with the Bayou Lacombe Road or road going
to the C. C. C. Camp, go South 400 feet; thence East 115 feet; thence North 400
feet; thence West 115 feet along said Bayou Lacombe Road to the point of
beginning, as described in release by holder of mortgage note in M. 0. B. 63,
folio 367 of the official records of St. Tammany Parish, Louisiana, also being a
part of the same property as acquired by the said Paul W. Rivet from the said
Brugier Realty & Investment Co., Inc., per deed recorded in C. 0. B. 119, folio
393 and M. 0. B. 51, folio 622 by the said corporation from Mrs. Josephine E.
Brugier per deed recorded in C. 0. B. 99 folio 241.

         Being the same property acquired by Louisiana Public Utilities Co.,
Inc. from Paul W. Rivet by Act before Gus A. Fritchie, Notary Public for the
Parish of St. Tammany, dated November 21, 1942, recorded in the Conveyance
Records of St. Tammany Parish on December 10, 1942, in Conveyance Book 157, page
341.

         There is located on Parcel 3 above described an electric substation.

         Parcel 4. A certain piece or parcel of land in the Town of Covington,
St. Tammany Parish, in the John Collins Spanish Grant No. 41, Township 6 South,
Range Eleven (11) East,




<PAGE>   23


                                       20

Greensburg District, and being part of what is known as Square No. Five (5) of
that part of the Town of Covington designated as Morgan Commerce and Virtue,
more fully described as commencing at point "A" which is an iron stake set at
the Southwest corner of said Square Five (5) and the intersection of the North
line of Theard Avenue with the East line of Topaz Street, thence North-westerly
along the East line of Topaz Street Two Hundred Two (202) feet Six (6) inches to
point "B"; thence at right angles Easterly One Hundred Seventy-two (172) feet to
a point "C"; thence at right angles Northerly Thirty (30) feet to a point "D";
thence at right angles Easterly One Hundred Twenty-eight (128) feet to a point
"E" on the West line of Ruby Street; thence at right angles Southerly along the
West line of Ruby Street Two Hundred Thirty-two (232) feet Six (6) inches to
point "F" on the North line of Theard Avenue; thence Westerly along the North
line of Theard Avenue Three Hundred (300) feet to "A".

         There is located on said Parcel 4 above described an electric plant.

         Parcel 5. A certain parcel of ground in the Town of Mandeville, St.
Tammany Parish, designated as Lots Eight (8) and Nine (9) in Square 49, bounded
by Villerie, Girod, Montgomery Streets and Marigny Avenue, which said lots
measure each Forty (40) feet front on Villerie Street by a depth of One Hundred
Forty (140) feet between parallel lines forming the corner of Villerie and Penn
Streets as will more fully appear by reference to subdivision of said Square No.
Forty-nine (49) made by Joseph Pugh C. E. dated March 6, 1909, according to
which plan Penn Street runs through said Square from Villerie to Montgomery
Street.

         There is located on said Parcel 5 above described a substation.

         Parcels 3, 4 and 5 being part of the property acquired by Louisiana.
Public Utilities Co., Inc., from St. Tammany's Ice and Mfg. Co., Inc., by Act of
Sale dated February 6, 1926, recorded in C.O.B. 92, folio 189 of the records of
St. Tammany Parish.

         Parcel 6. A parcel of real estate in the Town of Mandeville, Parish of
St. Tammany, designated as Lots Six (6) and Seven (7) in Square bounded by
Villerie, Girod, Montgomery Streets and Marigny Avenue, which said lots measure
Forty (40)




<PAGE>   24


                                       21

feet front on Villerie Street by a depth of One Hundred Forty (140) feet between
parallel lines forming the corner of Villerie and Penn Streets as will more
fully appear by reference to a subdivision of said Square Forty-nine (49) made
by Joseph Pugh, C.E. dated March 6, 1909, according to which plan Penn Street
runs through said Square from Villerie to Montgomery Street.

         Being the same property acquired by Louisiana Public Utilities Co. Inc.
from Samuel P. Ross by Act before J. Monroe Simmons, Notary Public for the
Parish of St. Tammany, dated August 11, 1927, registered C.B.O. 100, Folio 307
of the records of St. Tammany Parish.

         There is located on Parcel 6 above described an old ice plant building.

         Parcel 7. All that part of Lot One Hundred Sixty-seven (167) of Square
Forty-two (42) in the Town of Franklinton, Washington Parish, as per plat of
said town on file in the office of the Clerk of Court described as follows:
Beginning at the Southeast corner of said Lot One Hundred Sixty-seven (167)
(which is the southeast corner of Square 42) and runs a northerly course along
the West line of Hancock Street Fifty (50) feet to corner; thence Westerly
parallel with the North side of Mills Street One Hundred (100) feet to corner;
thence South course parallel with West side of Hancock Street Fifty (50) feet to
north side of Mills Street; thence Easterly course along North side of Mills
Street to place of beginning.

         Parcel 7 being the same property acquired by Louisiana Public Utilities
Co. Inc., from Franklinton Light & Power Co. Inc. by Act passed before Magee W.
Ott, Notary Public, for the Parish of Washington, dated December 12, 1925, and
registered in the conveyance records of Washington Parish, Book 46, folio 142.

         There is located on said Parcel 7 above described an electric plant.

         Parcel 8. A certain tract of land within the corporate limits of the
Town of DeRidder, Parish of Beauregard, consisting of the following: Beginning
at a stake in the South line of Section Thirty-three (33), Township Two (2)
South, Range Nine (9) West of the Louisiana Meridian at a point Two Hundred
Eighteen and five-tenths (218.5) feet West of the Southeast corner of said
section; thence West along the South line thereof Two



<PAGE>   25


                                       22

Hundred Ninety-five and One-tenth (295.1) feet to the point of intersection of
said section line with the East boundary line of the right-of-way of the Kansas
City Shreveport and Gulf Ry. Co. stake at intersection; thence Northerly along
said right-of-way line and parallel with and Fifty (50) feet from the center
line of the main track of said railway a distance of Two Hundred Ninety-five and
one-tenth (295.1) feet to a stake in the said line for corner; thence East Two
Hundred Ninety-five and one-tenth (295.1) feet to stake for corner; thence South
Three Degrees Fifteen Minutes (3(degree) 15') West Two Hundred Ninety-five and
one tenth (295.1) feet to the beginning and containing Two (2) acres more or
less, var. Six Degrees Thirty Minutes (6(degree) 30') East.

         Parcel 8 being the same property acquired by the Louisiana Public
Utilities Co. Inc. from DeRidder Light & Power Plant by act before Ped C. Kay,
Notary Public for the parish of Beauregard dated December 15, 1925, and
registered in the conveyance records of Beauregard Parish, in Book 33, under
entry No. 24668.

         There is located on said Parcel 8 above described an electric
sub-station.

         Parcel 9. A certain tract of land within the corporate limits of
Leesville, Parish of Vernon, beginning Sixty-six (66) feet North of the
Northwest corner of Block Twenty-three (23) of the new survey of the Town of
Leesville, said point being Three Hundred Thirty-five and one-tenth (335.1) feet
East of the Kansas City Southern Railway Company's right-of-way along the North
line of Mechanic Street of said town and thence running North Six Hundred Nine
(609) feet to a point Twenty-five (25) feet South of spur track connecting the
Kansas City Southern Railway and the Leesville East and West railroad; thence in
a southeasterly direction along the right-of-way of said spur track a distance
of Nine Hundred Fifty and Six-tenths (950.6) feet: thence South One Hundred
Seventy and Five-tenths (170.5) feet; thence West Nine Hundred Thirteen and
Nine-tenths (913.9) feet to the point of beginning, the said tract being in the
Southwest Quarter (SW 1/4) of the Southeast Quarter (SE 1/4) of Section Fourteen
(14), Township Two (2) North, Range Nine (9) West, and containing 8.61 acres
more or less.

         Parcel 9 being part of the same property acquired by Louisiana Public
Utilities Co. Inc., from Samuel R. Morgan by Act before W. W. Thompson,
Notary Public of the Parish of Vernon,



<PAGE>   26


                                       23

dated December 15, 1925, and registered in the conveyance records of Vernon
Parish in Book 72, folio 481.

         There is located on Parcel 9 above described an ice plant, water wells,
pump, reservoir, and an electric substation.

         Parcel 10. The West One-Half (W1/2) of a four (4) acre lot designated
as the four-acre lot on the Crosby Subdivision as per map of the same as
recorded in Book 3, page 137 of conveyance. records, De Soto Parish, less the
right-of-way of the Kansas City Southern Railroad Company in the Town of
Mansfield.

         Parcel 10 being part of the property acquired by Louisiana Public
Utilities Co. Inc. from Mansfield Light & Power Company by act before Inie
Adams, Notary Public for the parish of De Soto, registered in the conveyance
records of De Soto Parish on the 22nd day of August, 1927, under entry #59436.

         There is located on said Parcel 10 above described a gas regulator
station and warehouse.

         Parcel 11. A certain parcel of real estate in the Town of Franklinton,
Parish of Washington described as: A parcel of land within the corporate limits
of the Town of Franklinton and being in Jesse Day Headright No. 53 Township Two
(2) South, Range Ten (10) East, St. Helena Meridian, described as follows,
to-wit: Commencing at the intersection of the East margin of Lee Street and the
North margin of Carter Street and running South Seven and One-half Degrees (7
1/2(degree)) East along the East margin of Lee Street extended a distance of
Forty (40) feet to a stop, the point of beginning. From said point of beginning
running South Seven and one-half Degrees (7 1/2(degree)) East along the East
margin of Lee Street extended One Hundred (100) feet to a corner; thence at
right angles to the left or North Eighty-two and One-half Degrees (82
1/2(degree)) East Fifty (50) feet to a corner; thence at right angles to the
left or North Seven and One-half Degrees (7 1/2(degree)) West One Hundred (100)
feet to a corner; thence at right angles to the left or South Eighty-two and
One-half (82 1/2(degree)) Degrees West Fifty (50) feet to the place of
beginning, it being understood that the North and South lines of said land shall
be parallel with Carter Street and the East and West lines shall be parallel
with the extension of Lee Street.

         Parcel 11 being the same property described in the Deed from Delos R.
Johnston to Louisiana Public Utilities Co., Inc. dated March 7, 1931, recorded
in Book 58 of conveyances, page 3.

         There is located on said parcel 11 aforesaid a sub-station.



<PAGE>   27


                                       24

         Parcel 12. A parcel of ground in the Town of Zwolle, Sabine Parish,
described as a part of Lot One (1) in Block Five (5) in the Town of Zwolle as
per the recorded plan thereof described as: Beginning One Hundred Ten (110) feet
East of the Northwest corner of the above described lot; running thence East
Thirty (30) feet; thence South Twenty-six (26) feet; thence West Thirty (30)
feet; thence North Twenty-six (26) feet to the place of beginning.

         Parcel 12 being the same property conveyed in the Deed from M. L.
Corley to Louisiana Public Utilities Co. Inc., dated February 12, 1930, recorded
in Book 49 of Conveyances, folio 397.

         There is located on parcel 12 above described a sub-station.

         Parcel 13. A parcel of real estate in the Village of Oberlin, Parish of
Allen, described as: Beginning on the North line of Seventh Avenue in said
Village of Oberlin, being also the South line of the Northwest Quarter (NW1/4)
of the Northeast Quarter (NE1/4) of Section Fifteen (15), Township Five (5)
South, Range (4) West of the Louisiana Meridian at a point due North of the West
line of Eighth Street in said Village of Oberlin; thence North on an extension
of said West line of Eighth Street a distance of Forty (40) feet; thence West
Thirty (30) feet; thence South Forty (40) feet to the South line of the
Northwest Quarter (NW1/4) of the Northeast Quarter (NE1/4) of said Section
Fifteen (15) ; thence East along said line thirty (30) feet to the place of
beginning. Being the same property as that described in the Deed from Jonathan
T. Funchess to Louisiana Public Utilities Co. Inc. dated September 27, 1927, by
act recorded in Book 25, at page 310 of the recorder's office of parish of
Allen, Louisiana.

         There is located on said Parcel 13 above described a substation.

         Parcel 14. The following described property in the Town of Zwolle,
Sabine Parish, described as Lot Seven (7) in Block Fifteen (15) of the Arkansas
Townsite Addition to the Town of Zwolle.

         Being the same property as that described in the Deed from Sabine
Lumber Company to Louisiana Public Utilities Co. Inc. dated March 24, 1934,
by act recorded under entry No. 66340 of the recorder's office of the parish of
Sabine, Louisiana.



<PAGE>   28


                                       25

         There is located on said Parcel 14 above described an office building.

         Parcel 15. A parcel of land in the Town of Pleasant Hill, Sabine
Parish, described as a parcel in Section Twenty-nine (29), Township Ten (10)
North, Range Eleven (11) west, beginning at the East corner of Main Street of
the T. C. Armstrong property and running North Fifty-five degrees (55(degree))
East One Hundred Forty feet (141'); thence South thirty-five Degrees
(35(degree)) East to the property of Dr. R. L. Armstrong; thence South
Fifty-five degrees (55(degree)) West to the Texas & Pacific Railway Company;
thence North Thirty-five Degrees (35(degree)) West to the Quarter section line
between the South-east Quarter (SE1/4) of the Southeast Quarter (SE1/4) and the
South-west Quarter (SW1/4) of the South-east Quarter (SE1/4) of said Section
Twenty-nine (29); thence North along said Quarter section line to the North line
of East Main Street; thence North Thirty-five Degrees (35(degree)) West along
the North line of East Main Street to the place of beginning, said property
being bounded on the North by the property now or formerly owned by T. C.
Armstrong, on the East by the property now or formerly owned by O. L. Sanders,
on the South by the property now or formerly owned by Dr. R. L. Armstrong and on
the West by the Texas & Pacific Railway Co. right-of-way and Main Street.

         Being part of the property conveyed in the deed from Crystal Ice and
Bottle Co. Ltd. to Louisiana Public Utilities Co., Inc. dated March 22, 1927,
recorded in the conveyance records of Sabine Parish in Book 43, folio 132.

         There is located on said Parcel 15 above described a substation.

         Parcel 16. The following described property in the Town of Lafayette,
Parish of Lafayette, described as a part of the property formerly belonging to
C. Arthur Voorhies North of and adjoining the Voorhies Addition to said City and
is situated within the following metes and bounds: Beginning at a point One
Hundred Fifty (150) feet South Forty-eight Degrees (48(degree)) East of the
Northeast corner of the intersection of La Mar and Stewart Streets, which corner
of La Mar and Stewart Streets is Fifty one and Two-tenths (51.2) feet South
Forty-eight Degrees (48(degree)) East of the outer edge of the cement sidewalk
on the West side



<PAGE>   29


                                       26

of La Mar Street and Fifty-five and Four-tenths (55.4) feet South Forty-eight
Degrees (48(degree)) East of the inner edge of the sidewalk and from said point
of beginning running North Forty two degrees (42(degree)) East Twenty (20) feet;
thence South Forty eight Degrees (48(degree)) East Thirty (30) feet; thence
South Forty two Degrees (42(degree)) West Twenty (20) feet; thence North Forty
eight degrees (48(degree)) West a distance of Thirty (30) feet, bounded, North,
East and West by the property now or formerly of C. Arthur Voorhies and South by
Stewart Street.

         Being the same property described in the deed from C. Arthur Voorhies
to Louisiana Public Utilities Co., Inc. dated October 28, 1931, recorded in Book
D- 10, folio 396.

         There is located on said Parcel 16 above described a regulator system.

         Parcel 17. That certain parcel of ground, situated within the corporate
limits of the City of Lafayette, Parish of Lafayette, State of Louisiana, being
part of the parcel of ground acquired by the vendor by Act No. 94497 recorded in
Book L- 9, page 76 of the recorder's office of the pariah of Lafayette, having a
front of one hundred feet (100') on the street dedicated to public use by the
Texas Company by act duly recorded, by a depth in parallel lines of sixty feet
(60'), the southern line of the parcel of ground described herein being parallel
with the southern line of the property of L. Broussard or assigns and Frank
Armand, or assigns, situated north of the property described herein; the
northeastern corner of the parcel of ground described herein being one hundred
ninety two feet (192') south fifty degrees (50(degree)) forty-five minutes (45')
east of the southwest corner of the intersection of said street dedicated by the
Texas Company, as aforesaid, and Lovers' Lane. This parcel of ground is bounded
north by property of L. Broussard, or assigns, and Frank Armand, or assigns,
south and west by property of vendor, and east by said dedicated street.

         Being same property acquired by Louisiana Public Utilities Co., Inc.
from Lafayette Compress and Warehouse Company, Inc. under an Act of Sale dated
October 24, 1931, recorded in Conveyance Book No. D 10, page 405, Entry No.
101423.

         There is located on Parcel 17 a gas metering station.



<PAGE>   30


                                       27

         Parcel 18. A parcel of land in the Town of Leesville, Vernon Parish,
described as: Commencing at the Northwest corner of Block Forty-six (46) of the
West Side Addition to the Town of Leesville and running due West Three Hundred
Twenty (320) feet; thence North One Hundred Seventy-five (175) feet; thence East
Three Hundred Fifty (350) feet to the intersection of the West line of Block
Fifty-one (51) of said West Side Addition; thence South along the west line of
said West Side Addition One Hundred Seventy-five (175) feet to the place of
beginning, said land being situated in the Southwest Quarter (SW1/4) of the
Northwest Quarter (NW1/4) of Section Twenty-three (23), Township Two (2) North,
Range Nine (9) West.

         Being the same property acquired from P. L. Ferguson by Louisiana
Public Utilities Co. Inc. by deed dated April 9, 1930, recorded in Book 89 of
Conveyances, folio 187. There is located on said Parcel 18 above described a
water standpipe.

         Parcel 19. Real estate in the Town of Mansfield, Parish of De Soto,
described as follows: Beginning Two Hundred Twenty-two and Two-tenths (222.2)
feet North from the Southeast corner of Block Thirty-five (35) of the Town of
Mansfield; thence West One Hundred Ninety-eight (198) feet to the place of be-
ginning; thence North Sixty-six (66) feet; thence West One Hundred Ninety-eight
(198) feet; thence South Fifty-five and Nine-tenths (55.9) feet; thence North
Eighty-eight degrees Three minutes (881 31); East One Hundred Fifty-seven and
Five-tenths (157.5) feet; thence South Fifteen (15) feet; thence East Forty and
Five-tenths (40.5) feet to the place of beginning.

         Being the same property as that acquired by Louisiana Public Utilities
Co. Inc. from the DeSoto Corporation by Act passed before Helen B. Bennett,
Notary Public, Parish of De Soto, dated October 7, 1940, and registered in the
conveyance records of De Soto Parish in Book 134, folio 492.

         There is located on said Parcel 19 above described a cooling tower and
two substations.

         Parcel 20. Property in the Town of Mansfield, Parish of De Soto,
described as follows: Block Thirty-six (36) of the Town of Mansfield, being a
lot situated at the corner of Edward and



<PAGE>   31

                                       28


         Water Streets measuring One Hundred Ninety-eight (198) feet by One
Hundred Thirty-two (132) feet.

         Being the same property as that acquired by Louisiana Public Utilities
Co. Inc. from Mrs. Mary Sherman Petty et al by Act before S. E. Colvin, Notary
Public, for the parish of De Soto, dated August 17, 1927, recorded in the
conveyance records of De Soto Parish on August 18, 1927 under entry No. 59407.

         There is located on said Parcel 20 above described an electric plant.

         Parcel 21. A certain tract of land containing 0.17 of an acre, more or
less, within the corporate limits of the City of Oakdale, Parish of Allen,
described as follows: Beginning at a point 1073 feet east along the center line
of Section 10, Township 3 South Range 3 West, and 208.7 feet north of southwest
corner of SW/4 NW/4, Section 10, Township 3 South, Range 3 West, thence cast for
a distance of 110 feet to the west right of way line of U. S. Highway No. 165,
thence southwesterly along the west right of way line of said highway for a
distance of 103.6 feet, thence northwesterly at right angles to the west right
of way line of U. S. Highway No. 165 for a distance of 75 feet, thence north for
a distance of 65 feet to point of beginning, all of the above being located in
the SW/4 NW/4, Section 10, Township 3, South, Range 3 West, of the Louisiana
Meridian.

         There is located on Parcel 21 above described an oil circuit breaker.

         Parcel 22. A certain lot of ground situated in the town of Kinder,
Parish of Allen, Louisiana, in that portion thereof known as "Phillips
Addition," and according to the plat of dedication of said addition on file in
the office of the recorders of Allen Parish and Calcasieu Parish, Louisiana, is
known and designated as lot six of block "D" of said addition, which lot fronts
on Eleventh Street, being the same property acquired by Louisiana Public
Utilities Co., Inc.
from W. O. Compton under date of July 21, 1945.

         There is located on Parcel 22 above described an electric substation.

         Parcel 23. The following described property in the City of Mansfield,
Parish of De Soto, described as:

                   (a) The South Twelve (12) feet by Sixty-nine and ninety-eight
         hundredths (69.98) feet of Lots Seventeen (17), Eighteen






<PAGE>   32

                                       29

     (18) and Nineteen (19) in Block Fifteen (15) in Crosby Subdivision, Town of
     Mansfield.

         (b) Beginning on the North side of Welsh Street where said street
     intersects the section line between Sections Eight (8) and Nine (9) in
     Township Twelve (12) North of Range Thirteen (13) West and running West
     along the said street Fifty (50) feet; thence North between parallel lines
     to the stream of Bayou Na Bonne Chesse, the said lot being bounded on the
     South by the continuation of Welsh Street of the Town of Mansfield and on
     the East by the section line dividing Sections Eight (8) and Nine (9) in
     said Township and Range, and on the North by the Bayou Na Bonne Cheese and
     containing a width of Fifty (50) feet.

         (c) Commencing at the intersection of Crosby Street and Polk Street on
     the South side of Polk Street and on the East side of Crosby Street and
     running thence East along Polk Street Two Hundred Ten (210) feet for a
     place of beginning; running thence West Twenty (20) feet; thence South
     Twenty (20 feet; thence East Twenty (20) feet; thence North Twenty (20)
     feet to the place of beginning.

         Being the same property as that described in the Deed from Mansfield
Gas Co. to Louisiana Public Utilities Co., Inc. dated May 19, 1926, recorded in
Book 75 of Conveyances, folio 459. There is located on Parcel 23 above described
a gas regulator station.

         Parcel 24. That certain tract or parcel of land lying and being
situated in the Village of Cotton Valley, Webster Parish, Louisiana, described
as follows, to-wit: Beginning at an iron stake at the Northeast corner of the S.
G. Roby Hotel lot, running thence North twelve (12) degrees, forty-five (45)
minutes West, along the West line of the L. & A. Railway right-of-way, two
hundred ten (210) feet, thence West three hundred ninety-seven (397) feet,
thence South twelve (12) degrees, forty-five (45) minutes East two hundred five
(205) feet, thence East four hundred forty-three (443) feet to place of
beginning; and being in the Southwest Quarter (SW1/4) of the Southeast Quarter
(SE1/4) and the Southeast Quarter (SE1/4) of the Southwest Quarter (SW1/4) of
Section Eight (8), Township Twenty-one (21) North, Range Ten (10) West;

         Being the same property acquired by Gulf Public Service Company from C.
A. Tooke et al, under two acts of sale of date

<PAGE>   33

                                       30

January 13th 1926, of record in Conveyance Book 70, pages 399 and 400, Reg. No.
21531 and 21532, of date January 27th, 1926, Clerk's. Office, Webster Parish,
Louisiana.

         There is located on Parcel 24 above described a water works plant and
office building.

         Parcel 25. Lots One (1), Two (2) and Three (3), of Block Nine (9), of
Central Park Addition to the Town of Glenmora, Rapides Parish, La.

         Being the same property acquired by Gulf Public Service Company from
Glenmora Power Co. Inc., under an act of sale of date December 8th, 1925, of
record in Book 137 of Conveyances, Page 173, Ent. No. 107,893, of date December
18th, 1925.

     Parcel 25A. Lots One (1), Two (2) and Three (3), of Block Ten (10), of
Central Park Addition to the Town of Glenmora, Rapides Parish, La.

         Being the same property acquired by Gulf Public Service Company from
Dufer J. Milner, under an act of sale of date December 18th, 1926, and of record
in Book 144 of Conveyances, Page 502, Ent. No. 119,254, of date January 28th,
1927, Clerk's Office, Rapides Parish, Louisiana.

         There is located on Parcels 25 and 25A above described, an electric
plant.

         Parcel 26. A certain lot of ground situated in the Village of Campti,
Natchitoches Parish, La., containing one-half (1/2) an acre, and being bounded
North by Mrs. Saylor, South by property of Gourdon, East by property of Parker
and West by a Street, with a line running East and West, splitting the well and
cistern as the southern boundary line of said property; being the same property
acquired by Gulf Public Service Company from G. E. Atkins, under an Act of sale
of date July 1st, 1927, of record in Book 159 of Conveyances, Page 438, of date
July 1st, 1927, Natchitoches Parish, Louisiana.

         There is located on Parcel 26 above described an electric plant.

         Parcel 27. That certain tract or parcel of land situated in the Town of
Coushatta, Red River Parish, Louisiana, described as follows:

         Beginning at the intersection point of the northerly boundary line of
John C. Perrault Grant and the East boundary line of the right of way of the
Louisiana Railway & Navigation Company, thence run North 80 degrees East along
the line of
<PAGE>   34

                                       31


said Perrault Grant One hundred and Six and 1/10 feet to corner marked by an
iron pipe, thence run Southeasterly parallel to the main line of said Railroad
Two Hundred and Twelve (212) feet, thence southwesterly perpendicular to the
main line of said Railroad One Hundred feet to right of way line of said
Railroad, thence northwesterly along said right of way line to point of
beginning, being a portion of the John C. Perrault Grant, See. 37, in Township
12 N. Range Ten W.;

         Being the lot acquired by Gulf Public Service Company from C. A. Tooke
et al (together with other property), under act of sale of date June 30th, 1927,
and of record in Conveyance Book 45, Page 167, of date July 1st, 1927, Clerk's
Office, Red River Parish, La.

         There is located on Parcel 27 above described an electric plant.

         Parcel 28. A triangular shaped tract of land containing 1.68 acres,
situated in the Northeast quarter (NE1/4) of Section nineteen (19), Township
Twelve (12) North, Range ten (10) West, Red River Parish, Louisiana, and being
bounded upon the North by property of J. A. Johnson; upon the East and South by
the Mansfield Highway and upon the West by property of C. P. Steward; the lines
thereof as run out by survey being as follows:

         From the intersection of sections Seventeen (17), Eighteen (18),
Nineteen (19), and Twenty (20), in Township Twelve (12) North, Range Ten (10)
West of Red River Parish, Run West along the North line of Section Nineteen (19)
a distance of One Thousand and Seven Feet (1007') to an Iron Pipe, which marks
the point of beginning; thence turn an interior angle of Fifty-six (56) Degrees
and Twenty (20) Minutes and run in a Southwesterly direction along the Mansfield
Road a distance of Five Hundred Sixty-five and Five Tenths (565.5') Feet to an
Iron Pipe; thence turn an interior angle of thirty-three (33) Degrees and Forty
(40) minutes and run North a distance of Four Hundred and Sixty-nine (469') feet
to an Iron Pipe; thence turn an interior angle of Ninety (90) Degrees and No (0)
Minutes and run East a distance of Three Hundred Thirteen (313') Feet to the
point of beginning.

         Being property purchased by Gulf Public Service Company from C. W.
Smith, under act of sale executed before
<PAGE>   35
                                       32

Henry W. Bethard, Jr., Notary Public, of date October 10th 1930, of record in
Book 49 of Conveyances, Page 187, Ent. No. 24,127, of date October 24th, 1930,
Clerk's Office, Red River Parish, La.

         There is located on Parcel 28 above described a gas booster station.

         Parcel 29. That certain lot or parcel of ground, lying and being
situated in the City of Natchitoches, Natchitoches Parish, Louisiana, having a
front of 55' 5" on the North side of Lafayette St. of said City, and running
back 96' between parallel lines, being the same parcel of ground acquired by the
Natchitoches Gas Company, Inc., from James Dey, on February 18th, 1926, as per
deed recorded in Conveyance Book No. 156, Page 53, Ent. No. 56,037, of the
Records of Natchitoches Parish, Louisiana.

         There is located on Parcel 29 above described a gas odorizing and
metering station.

         Parcel 30. Those three (3) lots or tracts of land, lying and being
situated within the corporate limits of the Town of DeQuincy, Calcasieu Parish,
State of Louisiana, and known and designated as Lots One (1), Two (2) and Three
(3) of Block Eleven (11), of the original Town site of DeQuincy, Louisiana;

         Being the same property acquired by Gulf Public Service Company from
the Town of DeQuincy, under authentic act of sale dated January 16th, 1926, of
record in Book 217 of Conveyances, Page 128, Ent. No. 96,833, of date January
19th, 1926, Clerk's Office, Calcasieu Parish, Louisiana.

         There is located on Parcel 30 above described an electric and water
works plant.

         Parcel 31. That certain tract of land lying and being situated in what
is commonly known as the Fuseher-Lewis Addition to the Town of Eunice, St.
Landry Parish, State of Louisiana, in the SW1/4 of Section 30, T-6-S, R-1 East,
being the West Half of Block No. One Hundred (100), measuring one hundred sixty
five (165) feet on Laurel Avenue by a depth parallel with East Street of Three
hundred (300) feet, bounded North by Vine Avenue, South by Laurel Avenue, East
by a Public Alley, and West by East Street;
<PAGE>   36


                                       33


         Being the same property acquired by Gulf Public Service Company from
the Town of Eunice, under an authentic act of sale dated February 13, 1926, of
record in Book M-5 of Conveyances, Page 429, Ent. No. 104,162, of date February
15, 1926, Clerk's Office, St. Landry Parish, Louisiana.

     There is located on Parcel 31 above described an electric and water works
plant.

         Parcel 32. A certain lot of ground, situated in the Town of Washington,
St. Landry Parish, Louisiana, lying in Section 27, T.5 South, Range 4 East,
bounded North by Water Street, South by Railroad switch, East by Breaux and
Maubolis, formerly Cotton Oil Company, and West by Morgan's Louisiana & Texas R.
R. & S. S. Co.; said lot having a front of one hundred (100') feet on Water St.;
being the same property acquired by the Town of Washington from Mrs. Christina
Bidstrup, widow of Herman L. Bidstrup, by an act of sale executed before J. W.
Bailey, Jr., Notary Public, and of record in Conveyance Book "A" No. 4, Pages
587, 588, of date February 2nd, 1903, Clerk's Office, St. Landry Parish,
Louisiana.

         There is located on Parcel 32 above described an electric and water
works plant.

         Parcel 33. That certain lot or tract of land lying and being situated
in the Town of Washington, St. Landry Parish, Louisiana, and having a front of
fifteen (15') feet on the, Northeast side of Hill Street of said Town and
running back a depth of Thirty-eight (38') feet between parallel lines, at which
point the said tract widens out to a width of forty-two (42') feet and runs back
from said point a depth of Forty-two (42') feet between parallel lines; being
the tract upon which there is now situated the water tank or reservoir of the
Town of Washington, Louisiana;

         Being the same property acquired by the Gulf Public Service Company
from the Town of Washington, Louisiana, under an act of sale of date March 16th,
1927, of record in Book P-5 of Conveyances, Page 70, Ent. No. 109,594, of date
April 6th, 1927.

         There is located on Parcel 33 above described a water reservoir.


<PAGE>   37


                                       34

         Parcel 34. That certain block or parcel of ground situated in the South
Crowley Addition to the City of Crowley, Parish of Acadia, State of Louisiana,
and more fully described as being all of Block six (6) of said addition, and
being the property acquired by the City of Crowley, from the Liquidators of the
Crowley State Bank, by act of sale recorded in Conveyance Book 0-3, Page 51,
Ent. No. 60437, of date June 1st, 1922.

         There is located on Parcel 34 above described an electric and water
works plant.

         Parcel 35. That certain lot or parcel of ground situated in Block 91 of
the City of Crowley, Parish of Acadia, State of Louisiana, and having a front of
5' x 43'6" on the North side of West Hutchinson Avenue of said Town, by a depth
of 37'6" and bounded on the North by Lot No. 3 and on the East by Lot No. 2 of
said Block 91, on the South by West Hutchinson Ave., and on the West by the
remaining portion of Lot One of Block 91 owned by the City of Crowley; being a
part of Lot 1 of Block 91 of the City of Crowley, which was acquired by the City
of Crowley from Wm. W. Duson by an act of sale of record in Book K of
Conveyances, Page 290, Ent. No. 6580, of date January 20th, 1894, Clerk's
office, Acadia Parish, Louisiana.

         The above described property being acquired by Gulf Public Service
Company from the City of Crowley, under an act of sale of date July 6th, 1927,
of record in Book F-4 of Conveyances, Folio 111 et seq., Registry No. 84372, of
date July 6th, 1927, Clerk's Office, Acadia Parish, Louisiana.

         There is located on Parcel 35 above described a water reservoir.

         Parcel 36. A tract of land lying and being situated in the City of
Crowley, Parish of Acadia, State of Louisiana, and being bounded upon the North
and East by property of W. E. Hockaday, on the South by property of Freeland
Bros., and on the West by the State Highway known as the Old Spanish Trail,
which was acquired from W. E. Hockaday for the purpose of and is being used as a
sub-station site by the Gulf Public Service Company.

         Being property acquired by Gulf Public Service Company from W. E.
Hockaday by act of purchase dated October 28, 1927 recorded in conveyance book
B-4 at page 455 under entry number 85271 of the records of Acadia Parish,
Louisiana.
<PAGE>   38

                                       35

         There is located on Parcel 36 above described an electric substation.

         Parcel 37. Those three certain tracts or lots of land, which adjoin
each other, the whole forming an irregular or "L" shaped tract situated within
the corporate limits of the Town of Breaux Bridge, St. Martin Parish, La.
(acquired by Gulf Public Service Company from Louisiana Public Service Co.,
Inc., under act of sale of date December 8th, 1925, of record in Book 100 of
Conveyances, page 546, Ent. No. 46,475, of date December 18th, 1925, Clerk's
Office, St. Martin Parish, Louisiana); and which said three lots are bounded, as
a whole, as follows: On the north by property of Breaux Bridge Bank & Trust
Company, in part, property of Hypolite Rivoire, in part, and by Bridge Street in
part (having a front of approximately one hundred and fifty-six (156) feet on
the South side of Bridge Street), on the east by the Bayou Teche, on the south
by property of Daniel Boudier and on the West by Washington St. in part, and in
part by property of H. Rivoire; and which said three lots were acquired by the
Louisiana Public Service Company, Inc., from Collins Conrad and A. J. Dauterive
under an act of sale of date August 31st, 1925, of record in Book 100 of
Conveyances, page 169, Ent. No. 46251, of date August 31, 1925, Clerk's Office,
St. Martin Parish, Louisiana.

         LESS AND EXCEPT the following described property to-wit:

         A certain lot or parcel of ground situated in the Town of Breaux
Bridge, St. Martin Parish, Louisiana, and being more particularly described as
follows:

                   Beginning at an iron pipe at curb of concrete sidewalk on
         Washington Street and run north 28 deg. 00' E a distance of 89 feet to
         an iron pipe; then run south 21 deg. 45' east a distance of 35 feet to
         the property of J. 0. Bourdier; thence run south 27 deg. and 45' west a
         distance of 89 feet to the curb of concrete sidewalk on Washington
         Street; thence run north 21 deg. and 45' west a distance of 36 feet
         along the curb of concrete sidewalk on Washington Street to the point
         of beginning.

         The said excluded lot being the lot sold to Congregation of St. Francis
of Assisi, by act dated April 6, 1945, recorded in
<PAGE>   39


                                       36

Conveyance Book 77, at Folio 428, under Entry No. 45165 of the records of St.
Martin Parish, Louisiana.

         There is located on Parcel 37 above described an office building.

         Parcel 38. A certain lot or tract of land situated within the corporate
limits of the Town of Jeanerette, Parish of Iberia, State of Louisiana,
containing 0.257 acre, and measuring 112 feet front on the "Avenue", having a
depth, between parallel lines of 100 feet, bounded on the North by property of
Beaullieu on the South by the "Avenue", on the East partly by property of Walter
E. Landry and partly by property of Milton Landry, and on the West by property
of Beaullieu. Being a portion of that certain tract of land situated in the Town
of Jeanerette, Louisiana, containing and measuring ten acres in superficial area
and bounded as follows: On the North by M. L. & T. R. R., on the South by the
"Avenue", on the East by property of Landry, Morvant and others, and on the West
by property of Frank Beaullieu, Sr. which was acquired by Frank Beaullieu, Sr.,
from the Succession of Narcisse Druilhet, Sr., and recorded in Conveyance Book
95, at folio 69 of the records of Iberia Parish, Louisiana.

         Being property acquired by Gulf Public Service Company from Celia
Wattigny, widow of Frank Beaullieu and others, by act of purchase dated August
29th, 1941, recorded in Conveyance Book 148, at folio 305, under Entry No. 60511
of the records of Iberia Parish, Louisiana.

         There is located on Parcel 38 above described an electric switching and
substation.

         Parcel 39. A certain lot of ground situated within the corporate limits
of the City of New Iberia, Parish of Iberia, State of Louisiana, on the West
side of St. Peter Street, measuring Fifty (50) feet front on said St. Peter
Street, by a depth between parallel lines of One Hundred and fifty (150) feet,
and bounded on the North or above by property of Austin A. Williams, South or
below by that of W. B. Kramer, East or in front by said St. Peter Street, and on
the West or rear by property of Viator or assigns.

         Being the property acquired from A. P. Moresi by Gulf Public Service
Company, under an act of sale of date May 17th.
<PAGE>   40

                                       37

1926, of record in Book 107 of Conveyances, page 159, Ent. No. 40,904, of date
May 28th, 1926, Clerk's Office, Iberia Parish, La.

         There is located on Parcel 39 above described a meter and transformer
repair plant.

         Parcel 40. A certain lot or parcel of ground, situated within the
corporate limits of the City of New Iberia, Iberia Parish, Louisiana, being a
portion of Lot No. 25 of Block 167, and being more particularly described as:

         Beginning at a point on the West side of Fulton Street at the southeast
corner of the property of Alice Morris, and running in a southwesterly direction
along the south property line of Alice Morris, a distance of fifty (50') feet;
thence in a northwesterly direction parallel to Fulton Street a distance of
sixty-five (65') feet; thence in a southwesterly direction parallel to the south
property line of Alice Morris, a distance of one hundred fifty (150') feet to
the east side of Main Street; thence in a northwesterly direction along the east
side of Main Street to the south property line of the Gulf Public Service
Company; thence in a northeasterly direction along the south property line of
the Gulf Public Service Company, a distance of two hundred (200') feet to the
west side of Fulton Street; thence in a southeasterly direction along the West
side of Fulton Street to the point of beginning.

         Being the property acquired by Gulf Public Service Company from Alice
Morris, formerly the wife of Maryan J. Blair, and now the wife of Alonzo C.
Felton; Clara Blair and Maryan J. Blair, Jr., under an act of sale of date May
9th, 1940; recorded in Conveyance Book 139, Page 169, Ent. No. 57787, of date
May 27th 1940, Clerk's Office, Iberia Parish, Louisiana.

         There is located on Parcel 40 above described a vehicle storage
building.

         Parcel 41. A certain lot of ground, situated on the East side of Main
Street, in the City of New Iberia, Louisiana, measuring fifty (50) feet front on
said Main Street by a depth of two hundred (200) feet, to Fulton Street, bounded
North by estate of 0. J. Trainor, South by J. Gall or assigns, East by Fulton
Street, and West by Main Street.

         There is located on Parcel 41 above described a water works plant.
<PAGE>   41
                                       38


         Parcel 42. A certain lot of ground situated within the corporate limits
of the City of New Iberia, Parish of Iberia, State of Louisiana, having a front
on Main Street of sixty-eight (68) feet, with a depth of one hundred and ninety
(190) feet to Fulton Street, and bounded North by property of estate of J. E.
Leitemeyer, deceased (being that above described), South by property of J. Gall,
East by Fulton Street, and West by Main Street.

         There is located on Parcel 42 above described a materials warehouse and
water reservoir.

         Parcel 43. A certain fractional portion of Lots one and two (1 & 2),
situated in the City limits of the City of New Iberia, Louisiana, each lot
measuring fifty (50) feet front on Fulton Street; Lot No. 1 measuring one
hundred and fourteen (114) feet in depth to lot belonging to the Railroad
Company, heretofore known as the New Orleans, Opelousas & Great Western Railroad
Company on the North side, and Lot No. 2 measuring ninety-eight (98) feet more
or less on the line dividing same with Lot No. 1, to said Railroad Company's
property, and eighty-four (84) feet more or less, on the East side, and being
bounded North by property of Southern Pacific R. R. & S. S. Co., South by Fulton
Street, East by N. I. & N. R. R. Co., and West by S. P. R. R. Co. Parcels number
41, 42 and 43 being the same land and property acquired by Gulf Public Service
Company from the City of New Iberia, under an act of sale dated May 31st, 1926,
of record in Book 107 of Conveyances, Page 166, Ent. No. 40,909, of date June
4th, 1926, Clerk's Office, Iberia Parish, La.

         There is located on Parcel 43 above described an electric plant.

         Parcel 44. A certain lot or parcel of ground, situated in the Town of
Patterson, Parish of St. Mary, State of Louisiana, measuring forty (40') feet
front on "No Name" Street and having a depth of fifty (50') feet, between
parallel lines, and more particularly described as follows: From a point
situated a distance of 22.5' (measured at right angles) from the center line of
Main Street (United States Highway No. 90) and on the South boundary line of "No
Name" Street run a distance of 233' in a southwesterly direction along the south
side of "No Name" Street to the point of beginning; thence at right angles
<PAGE>   42

                                       39

to "No Name" Street a distance of 50' in a southeasterly direction to a point;
thence parallel with "No Name" Street a distance of 40' in a southwesterly
direction to a point; thence a distance of 50' in a northwesterly direction to a
point on the south side of "No Name" Street; thence a distance of 40' in a
northeasterly direction along the south side of "No Name" Street to the point of
beginning, as shown on plat annexed to, made part of and paraphed for
identification with Ent. No. 70368 of the Conveyance Records of St. Mary Parish,
Louisiana.

         Being property acquired by Gulf Public Service Company from V. J.
Roundtree by Act of purchase dated October 12th, 1943, recorded in Conveyance
Book 6-J, at folio 71, under Ent. No. 70368 of the records of St. Mary Parish,
Louisiana.

         There is located on Parcel 44 above described an electric substation.

         Parcel 45. A certain lot or parcel of ground, situated in the Town of
Baldwin, Parish of St. Mary, State of Louisiana, containing and measuring sixty
(60) feet front on Bollard Street or Bollard Road, having a depth of sixty-six
(66) feet, between parallel lines, the said parcel of ground being the North
sixty (60) feet of Lot #4 of Block M of the official map of the Town of Baldwin,
as shown on a plat annexed to, made part of and paraphed for identification with
Ent. No. 66797 of the Conveyance Records of St. Mary Parish, Louisiana.

         Being property acquired by Gulf Public Service Company from Walker
Development Company and others by Act of purchase dated December 28th, 1940,
recorded in Conveyance Book 5-Y at folio 254, under Ent. No. 66797 of the
records of St. Mary Parish, Louisiana.

         There is located on Parcel 45 above described an electric substation.

         Parcel 46. A certain lot or parcel of ground situated in the Town of
Mamou, Parish of Evangeline, State of Louisiana, measuring fifty (50) feet front
on Fifth Street and having a depth of fifty (50) feet, between parallel lines;
said lot or parcel of ground being the West 50 feet of Lot 13 in Block 86 of the
Town site of Mamou, Evangeline Parish, Louisiana.

         Being property acquired by Gulf Public Service Co., Inc. from Avie
Aucoin by act of purchase dated February 26th, 1945,
<PAGE>   43

                                       40

recorded in Conveyance Book B-72 under Entry No. 87,859 of the records of
Evangeline Parish, Louisiana.

         There is located on Parcel 46 above described an electric substation.

     Parcel 47. That certain tract or parcel of land containing Thirty-five
thousandths (.035) of one (1) acre, more or less, situated in the West Half
(W1/2) of Section Twenty-seven (27), Township Nine (9) South, Range One (1) East
of Louisiana Meridian in Acadia Parish, Louisiana, bounded North and East by
lands owned in indivision by George E. Anding and Willie M. Anding; South by
dredged drainage ditch and West by public gravel road, which said tract or
parcel of land is further described as follows:

         Commencing at the point where the West fence line of the Ninety-seven
(97) acre tract of land situated in the West Half (W1/2) of Section Twenty-seven
(27), Township Nine (9) South, Range One (1) East, of Louisiana Meridian in
Acadia Parish, Louisiana, owned by Anding, intersects the North line of the
dredged drainage ditch which runs approximately East and West through said
section; running thence in an Easterly direction along the North line of dredged
ditch a distance of thirty (30) feet; running thence in a Northerly direction
parallel to the West fence line of said Ninety-seven (97) acre tract a distance
of fifty (50) feet; running thence in a Westerly direction parallel to North
line of dredged drainage ditch a distance of thirty (30) feet to fence line;
running thence in a Southerly direction along fence line a distance of fifty
(50) feet to point of beginning.

         Being property acquired by Gulf Public Service Co., Inc. from George E.
Anding and Willie E. Anding, by act of purchase dated December 27, 1945,
recorded in Conveyance Book C-8, at Folio 443, under Entry No. 191656 of the
records of Acadia Parish, Louisiana.

         There is located on Parcel 47 above described an electric substation.

         Parcel 48. That certain tract of land situated in Allen Parish
described as beginning at a point on the west side of the right of way of
Highway 165, where the west side of said right of way intersects the south line
of S/2 of the NE/4 of the SE/4 of Section 21, Township 5 South, Range, 4 West,
Louisiana
<PAGE>   44

                                       41

Meridian, and from said point of beginning run west along the south line of the
said S/2 of NE/4 of SE/4, Section 21, Township 5 South, Range 4 West, a distance
of 40 feet; thence run north a distance of 30 feet, thence run east on a line
parallel with the south line of the above described tract to the highway right
of way of Highway 165; thence run in a southwesterly direction along the west
line of the right of way of Highway 165 to the point of beginning, and being a
part of the same property acquired by Leona Ardoin by deed recorded in
Conveyance Book 55, page 450, of the records of Allen Parish, Louisiana, and
bearing file No. 68635.

         Being the same property acquired by Gulf Public Service Co., Inc. from
Leona Ardoin Reeves and William Reeves, under an act of sale of date July 16,
1948, and of record in Conv. Book 71, of date July 19, 1948, Clerk's Office,
Allen Parish, Louisiana.

         There is located on Parcel 48 above described an electric substation.

         Parcel 49. All that certain portion of ground situated in the Town of
Madisonville, St. Tammany Parish, Louisiana, described as follows:

         From the United States Geological Survey Bench Mark Number TT26C at St.
John and Cedar Streets in the town of Madisonville, above said Parish and State,
run north 88 degrees 45 minutes west 1.6 feet, thence south 1 degree 15 minutes
west 947.1 feet to an iron post at the intersection of the east right of way
line of the Cedar Street extension and the south right of way line of the St.
Joseph Street extension, the point of beginning of the property herein conveyed.
From said point of beginning run south 88 degrees 45 minutes east 83.0 feet
along the south right of way of the St. Joseph Street extension to an iron
corner; thence south 1 degree 15 minutes west 123 feet to an iron corner; thence
north 88 degrees 45 minutes west 83.0 feet to an iron corner on the east right
of way of the Cedar Street extension; thence along said right of way north 1
degree 15 minutes east 123 feet to the point of beginning. All as per process
verbal and blue print of survey by Robert A. Berlin, Registered Surveyor.

         Being the same property acquired by Gulf Public Service Co., Inc. from
Sidney L. Dittmer, under an act of sale of date
<PAGE>   45

                                       42

September 20, 1947, and of record in Book 180 of conveyances, page 126, of date
October 7, 1947, Clerk's Office, St. Tammany Parish, Louisiana.

         There is located on Parcel 49 above described an electric substation.

         Parcel 50. The following parcel of ground located in the town of
Madisonville, Parish of St. Tammany, Louisiana, to-wit:

         From the corner common to Section 39 and 43, on the right bank of the
Tchefuncte River, thence west 600 feet to a corner on the east side of Main
Street in Madisonville, Louisiana, thence along the east side of Main Street
south 510 feet 6 inches to a corner on the south side of entrance drive to power
plant, to the place of beginning;

         Beginning at the above corner thence east 240 feet, thence south 230
feet, thence west 240 feet to a corner on the east side of Main Street, thence
along the east side of said street north 230 feet to the place of beginning and
containing 1.26 acres and is a part of Section 43, T-7-S, R-10-E, Greensburg
District, La.

         Being the same property acquired by Gulf Public Service Co., Inc. from
Madisonville Power Company, Inc. under an act of sale of date October 28, 1947,
and of record in Conveyance Book 181, folio 104.

         There is located on Parcel 50 above described an old electric plant not
in use.

         Parcel 51. A certain lot or parcel of ground, together with all rights,
ways, privileges, servitudes and appurtenances thereunto belonging, situated in
the Northeast Quarter (NE/4) of Sec. 32, T-6-S, R-2-W, in Estes Northern
Addition to the Village of Basile, Parish of Evangeline, State of Louisiana,
containing and measuring fifty-two and five-tenths (52.5') feet front on the
east side of Louisiana State Highway No. 7, having a width in the rear (or along
its eastern line) of fifty (50') feet, and having a depth of fifty (50') feet
along its northern line and a depth of sixty-six (66') feet along its southern
line, the northern line of the lot conveyed hereunder running along and
coinciding with the fence in place on the property of the vendors herein, which
fence projects in an easterly direction from Louisiana State Highway No. 7.
<PAGE>   46

                                       43

         Being the same property acquired by Gulf Public Service Co., Inc. from
Mrs. Eddie Hester Estes, et al, under an act of sale of date September 2, 1947,
and of record in Conv. Book B-89, page 496, under entry No. 102557, of date
September 25, 1947, Clerk's Office Evangeline Parish, Louisiana.

         There is located on Parcel 51 above described an electric substation.

         Parcel 52. A certain lot or parcel of ground, together with all rights,
ways, privileges, servitudes and appurtenances thereunto belonging, situated
within the corporate limits of the Town of Berwick, Parish of St. Mary, State of
Louisiana, located at the intersection of Oregon Street and Sixth Street, having
a frontage of two hundred and fifty (250) feet along the south side of Oregon
Street and a frontage of two hundred and thirty (230) feet along the west side
of Sixth Street (or the continuation thereof), having a depth of one hundred and
sixty-one (161) feet along its west line and a depth of eighty-two (82) feet
along its south line, being shown and depicted in detail on a plat of survey
made by J. C. Thomas, Jr., Surveyor, dated August 6th, 1949, and being the same
property acquired by Gulf Public Service Co., Inc. from Elmo Justilian, et al,
under an Act of Sale dated August 9, 1949, recorded in Conveyance Book 7-J,
under Entry No. 79,461 of the records of St. Mary Parish, Louisiana.

         There is located on Parcel 52 above described an electric plant and
substation.

         Parcel 53. A certain lot of ground, unimproved, together with all
rights, ways, privileges, servitudes and appurtenances thereunto belonging,
situated within the corporate limits of the City of New Iberia, Parish of
Iberia, State of Louisiana, containing and measuring fifty (50) feet front on
the north side of Darcey Street, having a depth, between parallel lines, of one
hundred and fifty (150) feet, being bounded on the North by property of Perry J.
Burke, or railroad right-of-way, on the South by Darcey Street, on the East by
Lot A of the plat of survey hereinafter referred to, and on the West by Lot C of
said plat (the said Lot C being formerly the property of Perry J. Burke and now
the property of Ben R. Falconer). Being Lot B of a plat of survey of the Perry
J. Burke Subdivision
<PAGE>   47

                                       44

dated September 18th, 1948, made by J. R. Kingston, Jr., Civil Engineer,
recorded in Miscellaneous Book 8, at Folio 223, under Entry No. 2804 of the
records of Iberia Parish, Louisiana, and being the same property acquired by
Gulf Public Service Co., Inc. from Perry J. Burke, under an Act of Sale dated
August 25, 1949, recorded in Conveyance Book 187, under Entry No. 77551 of the
records of Iberia Parish, Louisiana.

         There is located on Parcel 53 above described an electric substation.

         Parcel 54. A certain lot or parcel of ground together with all rights,
ways, privileges, servitudes and appurtenances thereunto belonging, situated in
the City of Lafayette, Parish of Lafayette, State of Louisiana, measuring twenty
(20) feet front on Argonne Street and having a depth of fifteen (15) feet
between parallel lines, said lot or parcel of ground being the Southwest corner
portion of Lot 6, Blk 2 of the Veazey Addition to the City of Lafayette and
being further identified by plat attached to Entry No. 224437 of the records of
Lafayette Parish.

         Being the same property acquired by Gulf Public Service Co., Inc. from
John Mathieu under an Act of Sale dated May 6, 1949, recorded in Conveyance Book
G-18, Page 400, under Entry No. 224437.

         There is located on Parcel 54 above described a gas regulator station.

         Parcel 55. The following described property situated in the Town of
DeQuincy, Parish of Calcasieu, State of Louisiana, to-wit: Lots Nine (9) and Ten
(10) of the Town of DeQuincy, Louisiana, as per plat recorded in Conveyance Book
43, at page 272 of the records of Calcasieu Parish, Louisiana. Being the same
property acquired by Gulf Public Service Co., Inc., from James J. Abdalla under
an Act of Sale dated June 28th, 1949 recorded on June 28th, 1949, under Entry
No. 432052 of the records of Calcasieu Parish, Louisiana.

         There is located on Parcel 55 above described a water well.

         Parcel 56. A certain parcel of ground situated in the Callahan
Subdivision of the City of Oakdale, Allen Parish, Louisiana, and being
designated as all of Lot Six (6) and the East twenty (20') feet of Lot One (1)
of said Addition, the
<PAGE>   48

                                       45

parcel herein described measuring ninety (90') feet on Oak Street by a depth,
between parallel lines, of one hundred fifty-five (155') feet, and being bounded
on the North by Jasper & Eastern Railroad right-of-way, South by Lots 2 and 5,
East by Oak Street and West by Lot 1, all of said Subdivision.

         Being the same property acquired by Gulf Public Service Co., Inc., from
James C. Callahan under an Act of Sale dated February 13th, 1950, recorded in
Conveyance Book 75, at folio 347, under Entry No. 95747 of the records of Allen
Parish, Louisiana.

         There is located on Parcel 56 above described an electric substation
and warehouse.

         Parcel 57. A certain piece, parcel or tract of land being a portion of
B. F. Garlington Tract and part of Section 38 and/or Section 32, T 3 N, R 3 E,
Avoyelles Parish, Louisiana, fronting 100 feet on the Center Point Marksville
State Highway, with an area of .24 acres and is more particularly described as
follows, to-wit:

         Starting at a point where the western boundary of Section 33, T 3 N, R
3 E, intersects the southwestern boundary of the 60 foot R/W of the Center
Point-Marksville Highway No. 57-D run along the southwestern boundary of said
Highway North 46 degrees 40 minutes West a distance of 780.5 feet to the point
of beginning; thence run along the boundary of said Highway North 46 degrees 40
minutes West a distance of 100 feet; thence run South 29 degrees 35 minutes West
a distance of 120.4 feet and to a point on the property line of Truett Ryan;
thence run along the property line of Truett Ryan South 60 degrees 22 minutes
East a distance of 97.1 feet; thence run North 29 degrees 35 minutes East a
distance of 96.7 feet to the point of beginning; all as is more particularly
shown by plat of survey made by Irion Lafargue, Registered Surveyor, dated June
20, 1951, blue print of which is attached to deed from Benjamin F. Garlington to
Central Louisiana Electric Company, Inc.

         Being that property acquired by Central Louisiana Electric Company,
Inc. from Benjamin F. Garlington by act of sale dated July 9, 1951, recorded in
Conveyance Book A-143, page 426, Entry No. 137397, of the records of Avoyelles
Parish, Louisiana.

         There is located on Parcel 57 above described an electric substation.
<PAGE>   49

                                       46

         Parcel 58. A certain parcel of land containing approximately 0.209
acres of land in Section 35 T2S R2E Evangeline Parish, Louisiana, and further
described as being the strip of land lying between State Highway # 23 on the
south, and Bayou Cocodrie on the north, lying to the west of and bounded on the
east by the strip of land purchased by Central Louisiana Electric Co., Inc.,
from H. H. Hazelton on January 30, 1945, and bounded on the west by section line
between Section 35 and 34 and property belonging to Lewis.

         Being that property acquired by Central Louisiana Electric Company,
Inc. from Hugh H. Hazelton by act of sale dated October 16, 1951, recorded in
Conveyance Book No. B-114 under Entry No. 133612, records of Evangeline Parish,
Louisiana.

         There is located on Parcel 58 above described a spray header.

         Parcel 59. Two certain lots or parcels of ground, unimproved, together
with all rights, ways and privileges thereto belonging or in any way
appertaining, being, lying and situated in the City of Pineville, Rapides
Parish, Louisiana, and being more particularly described as Lots Eight (8) and
Nine (9) of the Marrus Subdivision of Pineville, Louisiana, said two lots having
a combined frontage of 98 feet on Webster Street and extending back therefrom to
the rear or West line of said Marrus Subdivision, bounded on the North by
property now or formerly belonging to the Stephen Barrett Realty Company, on the
South by Lot Seven (7) of said Marrus Subdivision, and in front by Webster
Street; all as is more particularly shown by the official plat of said Marrus
Subdivision recorded in Plat Book 1, page 224 of the records of Rapides Parish,
Louisiana; being that property acquired by Central Louisiana Electric Company,
Inc. from Mrs. Ruth B. Marrus, et al, by acts of sale dated June 7, 1950, and
June 12, 1950, recorded in Conveyance Book 387, pages 627 and 629, records of
Rapides Parish, Louisiana, under Filing Nos. 343529 and 343530.

     Parcel 60. A certain piece, parcel or lot of ground, together with all
buildings and improvements thereon, rights, ways, privileges and appurtenances
thereto belonging, lying and being situated in the City of Pineville, Rapides
Parish, Louisiana, and being more particularly described as follows: Begin at a
point on the West side of Main Street in said City of Pineville, running
<PAGE>   50


                                       47

from the traffic bridge on Red River, said point being located at the
intersection of the property line between the properties now or formerly
belonging to Moore and Frank R. Hayden on Main Street, thence run a distance of
80 feet on Main Street away from Red River to the point of beginning of the
property herein described; thence continue along Main Street a distance of 64
feet to the property line of Stephen Barrett; from the line thus established run
back between parallel lines (parallel with the property line of Stephen Barrett)
a distance of 140 feet; said property having a width throughout of 64 feet;
being bounded on one side by the property of Stephen Barrett and on the other
side and in the rear by property of Frank R. Hayden, and in front by Main
Street; acquired by Louisiana Ice & Electric Company, Inc. from Frank C.
Landers, Trustee in Bankruptcy, and Louisiana Ice & Utilities, Inc. by deed
dated January 2, 1935, recorded in Conveyance Book 199, page 273 Filing No.
193663, records of Rapides Parish, Louisiana.

         There is located on Parcel 60 above described an office building.

         Parcel 61. A certain tract of land, unimproved, together with all
rights, ways, privileges, servitudes and appurtenances thereunto belonging,
situated in the Tenth Ward of the Parish of St. Mary, State of Louisiana,
containing and measuring twenty-eight and ninety-two one-hundredths (28.92)
acres in superficial area, being bounded on the North partly by the right-of-way
of the Southern Pacific Railroad (Morgan's Louisiana & Texas Railroad &
Steamship Company), partly by property of Henry Brown, his heirs or assigns, and
partly by property of the Estate of W. P. Foster, on the South by remainder of
the property of the Estate of Joseph Heinen, on the East partly by property of
the Estate of W. P. Foster and partly by the Charenton Drainage & Navigation
Canal, and on the West partly by remainder of property of the Estate of Joseph
Heinen and partly by property of Henry Brown, his heirs or assigns. Being a
portion of the lands originally acquired by Joseph Heinen, situated in Section
13, Township 14 South, Range 9 East, and being more particularly shown and
depicted on a plat of survey made by T. F. Kramer, Civil Engineer & Surveyor,
dated June 26th, 1951.
<PAGE>   51
                                       48


         Parcel 62. Another certain strip or parcel of land, unimproved,
     situated between the above described property and the water line of the
     Charenton Drainage & Navigation Canal, which strip or parcel of land is
     bounded on the North or Northwest by the line indicated on Kramer plat by
     the letters I, J, and K, on the South by mean Gulf level water line of the
     Charenton Drainage & Navigation Canal, on the East by property of the
     Estate of W. P. Foster, and on the West by State Route No. 916, all as
     shown on the plat of survey made by T. F. Kramer, Civil Engineer &
     Surveyor, dated June 26th, 1951.

         This property extends up to the water line of the Charenton Drainage &
     Navigation Canal, but the strip of land herein described, paralleling the
     Charenton Drainage & Navigation Canal, is subject to an easement granted to
     the United States of America in connection with the construction of said
     Canal.

         Parcels 61 and 62 as above described were acquired by Central Louisiana
     Electric Company, Inc., from Josephine Ronkartz Heinen, et al, under an Act
     of Sale dated July 31, 1951, recorded in Conveyance Book 7-U, under Entry
     No. 82,894, of the records of St. Mary Parish, Louisiana.

         The properties herein described as having been acquired by Gulf Public
Service Company, a corporation organized and existing under the laws of the
State of Delaware, were conveyed and transferred unto Gulf Public Service Co.,
Inc., a corporation organized and existing under the laws of the State of
Louisiana, by deed dated November 2, 1944, which deed was filed in the office of
the Recorder of Conveyances of each of the Parishes of the State of Louisiana in
which any of said properties is situated. The properties herein described as
having been acquired by Louisiana Public Utilities Co., Inc. were conveyed and
transferred unto the said Gulf Public Service Co., Inc. by joint agreement of
merger dated October 24, 1946, under which said Louisiana Public Utilities Co.,
Inc. was merged with and into Gulf Public Service Co., Inc., which agreement was
filed and recorded in the office of the Secretary of State of the State of
Louisiana, and copies thereof, certified by said Secretary of State, were filed
for record in the office of the Recorder of Mortgages of Iberia Parish,
Louisiana and in the office of the Recorder of Mortgages of Lafayette Parish,
Louisiana, in which Parishes the registered offices of said Gulf Public Service
Co., Inc. and said Louisiana Public Utilities Co., Inc. were located, and in
<PAGE>   52
                                       49


the Conveyance Records of each Parish in the State of Louisiana in which either
Gulf Public Service Co., Inc. or Louisiana Public Utilities, Inc. had immovable
property. All of the properties herein described as having been acquired, as
aforesaid, by Gulf Public Service Co., Inc. were conveyed and transferred unto
Central Louisiana Electric Company, Inc. by a joint agreement of merger dated as
of October 11, 1951, under which Gulf Public Service Co., Inc. was merged with
and into Central Louisiana Electric Company, Inc., which agreement was filed and
recorded in the office of the Secretary of State of the State of Louisiana, and
copies thereof, certified by the Secretary of State, were filed for record in
the offices of the Recorders of Mortgages of the Parishes of Iberia and Rapides,
Louisiana, wherein the registered offices of said Central Louisiana Electric
Company, Inc. and Gulf Public Service Co., Inc. are located, and in the offices
of the Recorders of Conveyances of all Parishes in the State of Louisiana in
which either Central Louisiana Electric Company, Inc. or Gulf Public Service
Co., Inc. owned immovable property.

                                       II.

         THE FOLLOWING OIL, GAS AND MINERAL LEASE TOGETHER WITH ALL IMPROVEMENTS
THEREON, SITUATED IN THE STATE OF LOUISIANA, ACQUIRED BY THE COMPANY FROM GULF
PUBLIC SERVICE CO., INC.:

              1. An oil, gas and mineral lease dated November 21, 1928 and
         recorded in Book 86, at page 397 of the conveyance records of the
         Parish of DeSoto, granted by Joe Rambin, S. A. Rambin, J. N. Rambin, C.
         A. Rambin, J. A. Rambin, Mary E. DeSoto, born Rambin, wife of S. L.
         DeSoto, residents of DeSoto Parish, Louisiana, and D. J. Rambin,
         resident of Arkansas, to Louisiana Public Utilities Co., Inc. in so far
         as the same affects ten acres around the gas well situated thereon,
         which ten acres are described as follows:

              SW/4 of SW/4 of SE/4 Section 13, T-12-N, R-12-W.

              2. An oil, gas and mineral lease dated December 16, 1915; executed
         by J. W. Parsons and others to R. P. Brooks, and recorded in Book 39,
         at page 63 of the conveyance records of DeSoto Parish, Louisiana, and
         assigned to Louisiana Public Utilities Co., Inc. in so far as the same
         affects ten aces, with the well situated thereon, which ten acres are
         described as follows:
<PAGE>   53


                                       50

                   Northeast Quarter of Northeast Quarter of Northwest Quarter,
              Section 15, T-12-N, R-12-W.

              3. An oil, gas and mineral lease granted by Samuel Dreyfuss and
         others to R. P. Brooks, dated March 30, 1921 and recorded in Book 55,
         at page 573, of the conveyance records of the parish of DeSoto,
         Louisiana, and assigned to Louisiana Public Utilities Co., Inc., in so
         far as the same affects ten acres, with the well situated thereon,
         which ten acres are described as follows:

                   Northeast Quarter of Northwest Quarter of Northeast Quarter,
              Section 15, T-12-N, R-12- W, but limited to the Nacatosh sand.

              4. An oil, gas and mineral lease dated June 20, 1914 and recorded
         in Book 36, at page 160 granted by Natalie Oil Company to Mansfield Gas
         Company and assigned to Louisiana Public Utilities Co., Inc., and
         bearing upon and affecting

                   Three acres of land in a square in the Northwest corner of
              the West Half of the Northeast Quarter of Northeast Quarter of
              Section 23, T-12-N, R-12-W, DeSoto Parish, La.

              5. An oil, gas and mineral lease granted by Mrs. Bessie Ferguson
         Taylor, unto the W. T. Coleman Oil and Gas Co., Inc., of date November
         12, 1936, as recorded in Book 120, page 119 of the Conveyance Records
         of De Soto Parish, Louisiana, covering and affecting the following
         described lands:

                   The E 1/3 of NE 1/4 of SW 1/4 and the W 1/3 of the NW 1/4 of
              SE 1/4 of Section 18, T. 12 N., R. 11 W., containing 262/3 acres,
              more or less, and including the shallow Nacatosh sand gas well
              thereon, together with all material, supplies and lines belonging
              to this well and lease.

              6. An oil, gas and mineral lease granted by E. F. Ferguson, et al,
         unto W. T. Coleman (and assigned by W. T. Coleman unto the W. T.
         Coleman Oil and Gas Co., Inc.) of date May 9, 1935, as recorded in Book
         106, page 523 of the Conveyance Records of De Soto Parish, Louisiana,
         in so far as the same may affect and apply to the following described
         lands:

                   The south 2/3 of the SW 1/4 of SW 1/4 of Section 18, T. 12
              N., R. 11 W., containing 262/3 acres, more or less, and
<PAGE>   54
                                       51

              including the shallow Nacatosh sand gas well thereon, together
              with all material, supplies and lines belonging to this well and
              lease.

              7. An oil, gas and mineral lease granted by E. E. Walker unto W.
         T. Coleman (and assigned by W. T. Coleman to the W. T. Coleman Oil and
         Gas Co., Inc.) of date March 23, 1935, as recorded in Book 108, page
         113 of the Conveyance Records of De Soto Parish, Louisiana, covering
         and affecting the following described lands:

                   The SE 1/4 of SW 1/4 of Section 18, T. 12 N., R. 11 W.,
              containing 40 acres, more or less, and including the shallow
              Nacatosh sand gas well thereon, together with all material,
              supplies and lines belonging to this well and lease.

              8. An oil, gas and mineral lease granted by W. B. Hill, et al,
         unto W. T. Coleman Oil and Gas Co., Inc. of date January 23, 1935, as
         recorded in the Conveyance Records of De Soto Parish, Louisiana, in
         Book 107, page 489, only in so far as the same may affect and apply to
         the following described lands:

                   The NW 1/4 of NE 1/4 of Section 19, T. 12 N., R. 11 W.,
              containing 40 acres, more or less, and including the shallow
              Nacatosh sand gas well thereon, together with all material,
              supplies and lines belonging to this well and lease.

              9. An oil, gas and mineral lease granted by W. M. Pollock, et al,
         unto W. K. Williams of date August 26, 1940, as recorded in Book 134 at
         page 370 of the Conveyance Records of De Soto Parish, Louisiana,
         covering and affecting the following described lands:

                   E 1/2 of NE 1/4 of Section 19, T. 12 N., R. 11 W., containing
              80 acres, more or less, and including the two producing gas wells
              thereon and sometimes referred to as Scott No. 1 and Scott No. 2.

              And with each of said leases all the gas wells and all buildings,
         constructions and improvements and all gathering lines, meters,
         regulators and all other equipment placed and erected or to be placed
         and erected thereon; provided, however, that should any or all of said
         leases terminate, under any of the terms
<PAGE>   55
                                       52

         thereof, then the leasehold subject hereto shall revert to the lessors,
         respectively, free and dear of the lien of the Indenture.

                                      III.

                                   FRANCHISES.

              All and singular the franchises, grants, immunities, privileges
         and rights of the Company owned and held by it at the date of the
         execution hereof or which may hereafter be granted, issued or executed
         to it, for the construction, maintenance and operation of electric
         light and power plants and systems, gas distributing systems, and water
         works systems, as well as all franchises, grants, immunities,
         privileges and rights of the Company used or useful in operation of the
         property mortgaged hereunder, including all and singular the
         franchises, grants, immunities, privileges and rights of the Company
         granted by the governing authorities of the cities, towns and parishes
         enumerated in the schedule below and by all other municipalities or
         political subdivisions, and all renewals, extensions and modifications
         of said franchises, grants~ immunities, privileges and rights or any of
         them, including the following (except item 48 below) acquired by the
         Company from Gulf Public Service Co., Inc.:

              A. Those certain franchises granted by the governing bodies of the
         following named cities, towns and villages in the State of Louisiana,
         to wit:

              1. Electric franchise granted by the City of Abita Springs to
         Louisiana Public Utilities Co. Inc., by ordinance enacted March 6,
         1945, for a term of 25 years.

              2. Electric franchise granted by the City of Covington to
         Louisiana Public Utilities Co., Inc., by ordinance enacted May 7, 1946,
         for a term of 25 years.

              3. Electric franchise granted by the City of DeRidder to Louisiana
         Public Utilities Co., Inc. by ordinance enacted April 28, 1941, for a
         term of 25 years.

              4. Electric franchise granted by the Town of Franklinton to
         Louisiana Public Utilities Co., Inc., by ordinance enacted June 20,
         1946, for a term of 25 years.
<PAGE>   56

                                       53

              5. Electric franchise granted by the Town of Grand Cane to Gulf
         Public Service Co., Inc., by ordinance enacted October 3rd, 1949, for a
         term of 25 years.

              6. Electric franchise granted by the Town of Kinder to Louisiana
         Public Utilities Co., Inc., by ordinance enacted June 4, 1946, for a
         term of 25 years.

              7. Electric franchise granted by the City of Leesville to
         Louisiana Public Utilities Co., Inc., by ordinance enacted October 2,
         1945, for a term of 25 years.

              8. Electric franchise granted by the Town of Mandeville to
         Louisiana Public Utilities Co., Inc., by ordinance enacted June 11,
         1946, for a term of 25 years.

              9. Electric franchise granted by the Town of Many to Louisiana
         Public Utilities Co., Inc., by ordinance enacted April 9, 1946, for a
         term of 25 years.

              10. Gas franchise granted by the Town of Mansfield to Louisiana
         Public Utilities Co., Inc., by ordinance enacted August 28, 1937, for a
         term of 25 years.

              11. Electric franchise granted by the Town of Noble to Gulf Public
         Service Co., Inc., by ordinance enacted December 13th, 1949, for a term
         of 25 years.

              12. Electric franchise granted by the City of Oakdale to Louisiana
         Public Utilities Co., Inc., by ordinance enacted March 4, 1942, for a
         term of 25 years.

              13. Electric franchise granted by the Village of Oberlin to
         Louisiana Public Utilities Co., Inc., by ordinance enacted May 7, 1946,
         for a term of 25 years.

              14. Electric franchise granted by the Village of Pearl River. to
         Louisiana Public Utilities Co., Inc., by ordinance enacted October 16,
         1935, for a term of 25 years.

              15. Electric franchise granted by the Town of Slidell to Louisiana
         Public Utilities Co., Inc., by ordinance enacted January 2, 1945, for a
         term of 25 years.
<PAGE>   57

                                       54

              16. Electric franchise granted by the Village of South Mansfield
         to Louisiana Public Utilities Co., Inc., by ordinance enacted December
         9, 1941, for a term of 25 years.

              17. Gas franchise granted by the Village of South Mansfield to
         Louisiana Public Utilities Co., Inc., by ordinance enacted November 2,
         1937, for a term of 25 years.

              18. Water franchise granted by the City of Leesville to Louisiana
         Public Utilities Co., Inc., by ordinance enacted October 2, 1945, f or
         a term of 25 years.

              19. Electric and water franchise granted by the City of New Iberia
         to Gulf Public Service Co., Inc., by ordinance dated April 19th, 1949,
         for a term of 25 years.

              20. Gas franchise granted by the City of Natchitoches to Gulf
         Public Service Co., Inc., by ordinance dated October 11th, 1950, for a
         term of 25 years.

              21. Electric and water franchise granted by the Town of DeQuincy
         to Gulf Public Service Co., Inc., by ordinance dated July 6th, 1949,
         for a term of 25 years.

              22. Electric franchise granted by the Town of Breaux Bridge to
         Gulf Public Service Company by ordinance dated December 3, 1929, f or a
         term of 25 years.

              23. Electric franchise granted by the Town of Glenmora to Gulf
         Public Service Company by ordinance dated February 25, 1944,. for a
         term of 17 years.

              24. Electric franchise granted by the Town of Coushatta to Gulf
         Public Service Company by ordinance dated November 3, 1922, for a term
         of 49 years.

              25. Gas franchise granted by the Town of Coushatta to Gulf Public
         Service Company by ordinance dated July 14, 1942, for a term of 25
         years.

              26. Electric and water franchise granted by the Town of Washington
         to Gulf Public Service Company by ordinance dated March 16, 1927, for a
         term of 25 years.

<PAGE>   58

                                       55

              27. Water franchise granted by the Town of Cotton Valley to Gulf
         Public Service Company by ordinance dated October 5, 1944, f or a term
         of 25 years.

              28. Electric franchise granted by Town of Madisonville, to
         Madisonville Industries, Inc., by Ordinance enacted October 7, 1930, as
         amended by Ordinance enacted May 2, 1944, said franchise as amended
         being for a term expiring October 7, 1968.

              29. Electric franchise granted by the Town of Converse to Gulf
         Public Service Co., Inc., by Ordinance enacted November 12, 1948, for a
         term of 25 years.

              30. Gas franchise granted by the City of Lafayette to Gulf Public
         Service Co., Inc., by Ordinance enacted October 19, 1948, for a term of
         25 years.

              31. Electric franchise granted by the Town of Mansfield, to Gulf
         Public Service Co., Inc. by Ordinance enacted January 27, 1948, for a
         term of 25 years.

              32. Electric franchise granted by the Town of Merryville to Gulf
         Public Service Co., Inc. by Ordinance enacted February 11, 1947, for a
         term of 25 years.

              33. Electric franchise granted by the Town of Pleasant Hill to
         Gulf Public Service Co., Inc., by Ordinance enacted March 2, 1948, for
         a term of 25 years.

              34. Electric franchise granted by the Town of Zwolle, to Gulf
         Public Service Co., Inc. by Ordinance enacted February 4, 1947, for a
         term of 25 years.

              35. Electric franchise granted by the City of Crowley to Gulf
         Public Service Co., Inc. by Ordinance enacted December 9, 1947, for a
         term of 25 years.

              36. Water franchise granted by the City of Crowley to Gulf Public
         Service Co., Inc., by Ordinance enacted December 9, 1947, for a term of
         25 years.

              37. Electric franchise granted by the City of Eunice, to Gulf
         Public Service Co., Inc., by Ordinance enacted April 6, 1948, for a
         term of 25 years.
<PAGE>   59
                                       56

              38. Water franchise granted by the City of Eunice, to Gulf Public
         Service Co., Inc., by Ordinance enacted April 6, 1948, for a term of 25
         years.

              39. Electric franchise granted by the City of Jeanerette, to Gulf
         Public Service Co., Inc., by Ordinance enacted January 9, 1947, for a
         term of 25 years.

              40. Electric franchise granted by the Town of Berwick, to Gulf
         Public Service Co., Inc., by Ordinance enacted May 4, 1948, for a term
         of 25 years.

              41. Electric franchise granted by Town of Patterson, to Gulf
         Public Service Co., Inc., by Ordinance enacted November 4, 1947, for a
         term of 25 years.

              42. Electric franchise granted by Town of Mamou, to Gulf Public
         Service Co., Inc., by Ordinance enacted September 2, 1947, for a term
         of 25 years.

              43. Electric franchise granted by the Town of Basile, to Gulf
         Public Service Co., Inc., by Ordinance dated July 1, 1947, for a term
         of 25 years.

              44. Electric franchise granted by the Village of Campti, to Gulf
         Public Service Co., Inc., by Ordinance enacted May 24, 1947 for a term
         of 25 years.

              45. Gas franchise granted by the Village of Campti, to Gulf Public
         Service Co., Inc., by Ordinance enacted May 24, 1947, for a term of 25
         years.

              46. Electric franchise granted by the Village of Loreauville, to
         Gulf Public Service Co., Inc., by Ordinance enacted December 19, 1947,
         for a term of 25 years.

              47. Electric franchise granted by the Town of Baldwin, to Gulf
         Public Service Co., Inc., by Ordinance enacted November 26, 1947, for a
         term of 25 years.

              48. Electric franchise granted by the City of Pineville to Central
         Louisiana Electric Company, Inc., by Ordinance enacted November 11,
         1950, for a term of 15 years, beginning March 18, 1955.
<PAGE>   60

                                       57

              B. Those certain franchises granted by the following named
         Parishes in the State of Louisiana, to wit:

              1. Electric franchise granted by Allen Parish to Louisiana Public
         Utilities Co., Inc., by ordinance enacted August 9, 1945, for a term of
         25 years.

              2. Electric franchise granted by Beauregard Parish to Louisiana
         Public Utilities Co., Inc., by ordinance enacted August 14, 1945, for a
         term of 25 years.

              3. Electric franchise granted by DeSoto Parish to Louisiana Public
         Utilities Co., Inc., by ordinance enacted December 5, 1928, for a term
         of 25 years.

              4. Gas franchise granted by DeSoto Parish to Louisiana Public
         Utilities Co., Inc., by ordinance enacted November 12, 1945, for a term
         of 25 years.

              5. Gas franchise granted by Lafayette Parish to Gulf Public
         Service Co., Inc., by ordinance enacted April 14th, 1949, for a term of
         25 years.

              6. Electric franchise granted by Sabine Parish to the Crystal Ice
         & Bottling Company, Ltd., by ordinance enacted January 17, 1927, for an
         indefinite term.

              7. Electric franchise granted by St. Tammany Parish to Louisiana
         Public Utilities Co., Inc., by ordinance enacted March 11, 1930, for a
         term of 25 years.

              8. Electric franchise granted by St. Tammany Parish to
         Madisonville Industries, Inc., under ordinance enacted February 14th,
         1939, for a term of 25 years.

              9. Electric franchise granted by Vernon Parish to Louisiana Public
         Utilities Co., Inc., by ordinance enacted August 6, 1945, for a term of
         25 years.

              10. Electric franchise granted by Washington Parish to Louisiana
         Public Utilities Co., Inc., by ordinance enacted August 8, 1945, for a
         term of 25 years.

              11. Electric franchise granted by Evangeline Parish to Louisiana
         Public Utilities Co. Inc., by ordinance enacted May 14th, 1945, for a
         term of twenty-five (25) years.
<PAGE>   61

                                       58

              12. Electric franchise granted by Rapides Parish to Gulf Public
         Service Company by ordinance dated November 10th, 1931, for a term of
         25 years.

              13. Electric franchise granted by Natchitoches Parish to Gulf
         Public Service Co., Inc., under ordinance enacted March 29, 1951, for a
         term of 25 years.

              14. Electric franchise granted by Red River Parish to Gulf Public
         Service Co., Inc., under ordinance enacted March 16th, 1951, for a term
         of 25 years.

              15. Gas franchise granted by Natchitoches Parish to Gulf Public
         Service Company by ordinance dated July 10th, 1940, for a term of 25
         years.

              16. Gas franchise granted by Red River Parish to Gulf Public
         Service Company by ordinance dated July 10th, 1940, for a term of 25
         years.

              17. Electric franchise granted by St. Landry Parish to Gulf Public
         Service Co., Inc., by ordinance dated September 27th, 1949, for a term
         of 25 years.

              18. Electric franchise granted by Acadia Parish to Gulf Public
         Service Co., Inc., by ordinance dated May 10th, 1951, for a term of 25
         years.

              19. Electric franchise granted by Evangeline Parish to Gulf Public
         Service Co., Inc., by ordinance dated May 14th, 1945, for a term of 25
         years.

              20. Electric franchise granted by St. Mary Parish to Gulf Public
         Service Company by ordinance dated February 8th, 1933 for a term of 25
         years.

              21. Electric franchise granted by Iberia Parish to Gulf Public
         Service Co., Inc., by ordinance dated November 17th, 1949, for a term
         of 25 years.

              22. Electric franchise granted by St. Martin Parish to Gulf Public
         Service Co., Inc., by ordinance dated September 21st, 1949, for a term
         of 25 years.

              23. That certain Electric franchise granted by Calcasieu Parish to
         Gulf Public Service Company by Ordinance dated June 1, 1937, for a term
         of 25 years, such franchise being limited to territory within Ward 6 of
         said parish.
<PAGE>   62

                                       59

                                       IV.

                         ELECTRIC TRANSMISSION SYSTEMS.

         All electric transmission lines of the Company owned by it at the date
of the execution hereof or which may be hereafter acquired or constructed by it,
including towers, poles, pole lines, wires, switch racks, switch boards,
insulators and other appliances and equipment, and all other property of the
Company forming a part thereof or pertaining thereto, and all service lines
extending therefrom, together with all the Company's real property, rights of
way, easements, permits, privileges, franchises and rights over or relating to
the construction, maintenance or operation thereof, through, over, under, or
upon any private property or in the public streets or highways within, as well
as without, the corporate limits of any municipal corporation, including,
without limiting the generality of the foregoing, the following which were
acquired by the Company from Gulf Public Service Co., Inc.:

              (a) Commencing at the generating plant of the Company in the City
         of Mansfield, De Soto Parish, thence with a 13.2 K.V. 3 phase line,
         connecting the Cities of Benson, Converse, Noble, Zwolle and Many with
         connecting line to Mitchell and Pleasant Hill.

              (b) A 6.6 K.V. single phase line connecting with the 13.2 K.V.
         line of the Company in the City of Pleasant Hill, thence connecting the
         towns of Pelican and Oxford.

              (c) Commencing at the Company's substation, in the City of De
         Ridder, Beauregard Parish, thence with a 33 K.V. 3 phase line
         connecting the towns of Rosepine and Leesville, and commencing at said
         substation, thence with a 33 K.V. 3 phase line connecting the City of
         Merryville.

              (d) Commencing at the metering station of Gulf States Utilities
         Company in the City of Kinder, Allen Parish, thence with a 33 K.V. 3
         phase line connecting the City of Oberlin.

              (e) Commencing at the metering station from Hillyer, Deutsch
         Edwards, Inc., in the City of Oakdale, Allen Parish, thence with a 33
         K.V. line connecting the town of Oberlin (said line not being energized
         at the present time).

              (f) Commencing at the city limits of Franklinton, Washington
         Parish, from Franklinton distribution system, thence with a
<PAGE>   63

                                       60

         6.6 K.V. single phase line north and west, connecting Clifton and Mt.
         Hermon. A 6.6 K.V. single phase line commencing at said distribution
         system running south and east connecting Enon.

              (g) Commencing at the metering station from Louisiana Power &
         Light Company near Franklinton, thence with a 33 K.V. 3 phase line
         connecting the Cities of Covington, Abita Springs, Mandeville, Lacombe,
         Bonfouca and Slidell.

              (h) A 6.6 K.V. single phase line connecting with the distribution
         system of the Company in Slidell and connecting the Town of Pearl
         River.

              (i) A 4.6 K.V. 3 phase line connecting Covington and Mandeville.

              (j) A 2.3 K.V. single phase line connecting Lewisburg and
         Mandeville. (k) Commencing at the generating plant of the Company in
         the City of Mansfield, De Soto Parish, thence with a 13.2 K.V. three
         phase line through the City of Grand Cane and to the City of
         Longstreet, with branch lines to Kickapoo, Keatchie, and Gloster.

              (l) Commencing at the generating plant of the Company in the City
         of New Iberia, Iberia Parish, thence with a 33 K.V. 3 phase line
         connecting the communities of Olivier, Jeanerette, Baldwin, Garden
         City, Centerville, Patterson, and Berwick.

              (m) Commencing at the generating plant of the Company in the City
         of New Iberia, Iberia Parish, thence with a 33 K.V. 3 phase line
         connecting the Town of Jeanerette.

              (n) A 6.6 K.V. line, 3 phase, connecting with the 33 KY. line of
         the Company at Olivier, Iberia Parish, thence connecting the Town of
         Loreauville, Iberia Parish, Louisiana.

              (o) Commencing at the generating plant of the Company in the City
         of Crowley, Acadia Parish, thence with a 33 K.V. 3 phase line
         connecting Roberts Cove, Acadia Parish, and Eunice, St. Landry Parish,
         Louisiana.

              (p) Commencing at the generating plant of the Company in the City
         of Eunice, St. Landry Parish, a 33 K.V. 3 phase line, thence to Mamou,
         Evangeline Parish.

              (q) Commencing at the generating plant of the Company in the City
         of Eunice, St. Landry Parish, a 33 K.V. 3 phase line, thence to Basile,
         Evangeline Parish.
<PAGE>   64


                                       61

                                       V.

                         ELECTRIC DISTRIBUTION SYSTEMS.

         All electric distribution systems of the Company owned by it at the
date of the execution hereof or which may be hereafter acquired or constructed
by it, including substations, transformers, switchboards, towers, poles, wires,
insulators, subways, franchises, manholes, cables, appliances, equipment and all
other property of the Company, real or personal, forming a part of or pertaining
to or used, occupied or enjoyed in connection with such distribution systems, or
any of them, together with the Company's rights in or relating to the
construction, maintenance or operation thereof, through, over, under, or upon
any private property or any public streets or highways, within as well as
without corporate limits of any municipal corporation, including the following
which were acquired by the Company from Gulf Public Service Co., Inc.:

         The overhead electric distribution systems located at, near and in the
vicinity of the following enumerated cities, towns, villages and communities and
in rural areas adjacent thereto, to wit:

Name of City,                           Name of City,
Town, Village or                       Town, Village or
 Community        Name of Parish          Community            Name of Parish
------------      --------------       ----------------        --------------
Abita Springs     St. Tammany          Franklinton             Washington
Baldwin           St. Mary             Glenmora                Rapides
Basile            Evangeline           Garden City             St. Mary
Benson            De Soto              Gloster                 De Soto
Berwick           St. Mary             Grand Cane              De Soto
Bonfouca          St. Tammany          Jeanerette              Iberia
BreauxSt.         Martin               Keatchie                De Soto
Campti            Natchitoches         Kickapoo                De Soto
Centerville       St. Mary             Kinder                  Allen
Clifton           Washington           Lacombe                 St. Tammany
Converse          Sabine               Leesville               Vernon
Coushatta         Red River            Lewisburg               St. Tammany
Covington         St. Tammany          Loreauville             Iberia
Crowley           Acadia               Ludington               Beauregard
DeQuincy          Calcasieu            Madisonville            St. Tammany
De Ridder         Beauregard           Mamou                   Evangeline
Enon              Washington           Mandeville              St. Tammany
Eunice            St. Landry           Mansfield               De Soto

<PAGE>   65

                                       62

 Name of City,                           Name of City,
Town, Village or                       Town, Village or
 Community        Name of Parish          Community            Name of Parish
------------      --------------       ----------------        --------------
Many              Sabine               Patterson               St. Mary
Merryville        Beauregard           Pearl River             St. Tammany
Mitchell          Sabine               Pelican                 De Soto
Mt. Hermon        Washington           Pleasant Hill           Sabine
New Iberia        Iberia               Rosepine                Vernon
Noble             Sabine               Slidell                 St. Tammany
Oakdale           Allen                South Mansfield         De Soto
Oberlin           Allen                Washington              St. Landry
Oxford            De Soto              Zwolle                  Sabine


                                       VI.

                            GAS TRANSMISSION SYSTEMS.

         All of the gas transmission systems of the Company owned by it on the
date of the execution hereof or which may be hereafter acquired or constructed
by it, including all mains, regulators, meters, buildings, structures and all
equipment, appliances, appurtenances and sites forming a part of such
transmission systems, or any of them, or occupied, enjoyed and used in
connection therewith, including the following which were acquired from Gulf
Public Service Co., Inc.:

              1. The gas transmission pipeline of the Company in the Naborton
         Field in De Soto Parish, described as commencing with gathering lines
         from wells in Section 24, Township 12 North, Range 12 West, thence with
         two 4 inch pipes, in a northwesterly direction across Section 24,
         Section 23 and into Section 22 where said two 4 inch pipes connect with
         an 8 inch pipe, said 8 inch pipe continuing in a northwesterly
         direction across Sections 22, 21, 16, 17 and 18 in Township 12 North,
         Range 12 West, and thence across Section 13 and part of Section 14 to
         the dividing line between Sections 11 and 14 then due west on said
         dividing line and continuing along dividing line of Sections 10 and 15
         to the city limits and continuing along Gibbs Street to the City Gate
         Regulator Station in the city limits of Mansfield, Sections 13, 11, 14,
         10 and 15 being situated in Township 12 North, Range 13 West.
<PAGE>   66


                                       63

              2. The gas transmission pipe line of the Company which connects
         with other lines of the Company at a point in Section 16, Township 12
         North, Range 13 West, De Soto Parish, Louisiana, and extends in a
         southerly direction a distance of approximately 1 1/4 miles to a point
         of connection with the pipe line of Apex Gas Co., Inc., in Section 21,
         Township 12 North, Range 13 West, said gas transmission pipe line being
         located wholly within said Sections 16 and 21.

              3. The Natchitoches Parish and Red River Parish gas transmission
         systems consisting of:

                   (a) Pipe line from Wemple Station in Red River Parish to City
             of Natchitoches in Natchitoches Parish;

                   (b) Pipe line from Wemple Station-Natchitoches pipe line to
             Campti, Natchitoches Parish; and

                   (c) Pipe line from Armistead to Coushatta, Red River Parish.

                                      VII.

                           GAS DISTRIBUTION SYSTEMS

         All of the gas distribution systems of the Company owned by it on the
date of the execution hereof or which may be hereafter acquired or constructed
by it, including all mains, regulators, services, meters, buildings, structures
and all equipment, appliances, appurtenances and sites forming a part of such
distribution systems, or any of them or occupied, enjoyed and used in connection
therewith, including the following which were acquired by the Company from Gulf
Public Service Co., Inc.:

              1. Gas distribution system of the Company at Mansfield and South
         Mansfield in the Parish of De Soto and at Lafayette in the Parish of
         Lafayette.

              2. The gas distribution system of the Company in the City of
         Natchitoches, Natchitoches Parish, Louisiana.

              3. The gas distribution system of the Company in the Village of
         Campti, Natchitoches Parish, Louisiana.

              4. The gas distribution system of the Company in the Town of
         Coushatta, Red River Parish, Louisiana.
<PAGE>   67


                                       64

              5. The gas distribution systems of the Company supplying gas
         service to the unincorporated communities of Armistead, Hanna and Lake
         End in Red River Parish, and Timon and Powhattan in Natchitoches
         Parish.

                                      VIII.

                   WATERWORKS PLANTS AND DISTRIBUTION SYSTEMS.

         The waterworks plants and water distribution systems of the Company
owned by it at the date of the execution hereof or which may be hereafter
acquired or constructed by it, together with the buildings, structures,
erections, pumps, pump machinery, reservoirs, filters, filter-galleries,
chlorinating equipment, tanks, wells, water rights, water supplies, water mains,
hydrants, pipe lines, service pipes, meters, plant pipes, engines, boilers,
appurtenances, appliances, facilities, machinery, equipment, fixtures and all
other property used or provided for use in construction, maintenance, repair
and/or operation thereof, both now owned and which may hereafter be acquired by
the Company, including the waterworks plants and distribution systems which were
acquired by the Company from Gulf Public Service Co., Inc., at (a) Leesville in
Vernon Parish, (b) Cotton Valley in Webster Parish, (c) Washington in St. Landry
Parish, (d) Eunice in St. Landry Parish, (e) DeQuincy in Calcasieu Parish, (f)
Crowley in Acadia Parish, and (g) New Iberia in Iberia Parish.

                                       IX.

         All real estate or interests therein, now owned or which may be
hereafter acquired by the Company for use or which may be used by it in
connection with its business as an electric, gas and water company, together
with all of the right, title, and interest of the Company, now owned or
hereafter acquired in and to any and all works, plants, buildings, structures,
erections, and constructions now or hereafter placed upon any of the real estate
mentioned, described or referred to as being subject to the lien of the
Indenture, with the fixtures, tenements, hereditaments, and appurtenances
thereunto appertaining or belonging.
<PAGE>   68


                                       65


                                       X.

               THE FOLLOWING DESCRIBED PROPERTY, WHEREVER SITUATE:

         First: The electric generating plants and electric transmission and/or
distribution systems now or hereafter owned by the Company, and any electric
generating plants and electric transmission and/or distribution systems
hereafter constructed or acquired by the Company, and any additions to or
extensions of any such existing or future electric generating plants and/or
electric transmission and/or distribution systems, together with all engines,
dynamos, motors, generators, boilers, turbines, pole lines, poles, wires,
cross-arms, insulators, transformers, meters, buildings, erections, structures,
stations, substations, power houses, power producing and power transmitting
equipment, water, water rights, water wheels, headworks, race-ways, hydraulic
works, hydro-electric plants, cables, conduits, instruments, apparatus,
appliances, machinery, facilities, fixtures and all other property used or
provided for use in the construction, repair, maintenance and/or operation
thereof, both that now owned and that which may be hereafter acquired by the
Company, and together also with all the rights, privileges, franchises,
easements, licenses, ordinances, rights of way, liberties, immunities and
permits of the Company, howsoever conferred or acquired, and whether now owned
or hereafter to be acquired, with respect to the construction, maintenance,
repair and/or operation of said electric generating plants and electric
transmission and/or distribution systems, and each of them, and any additions
thereto and extensions thereof.

         Second: The gas generating plants, gas storage plants and gas gathering
and/or transmission and/or distribution systems now owned by the Company, and
any gas generating plants, gas storage plants and/or gas transmission and/or
distribution systems hereafter constructed or acquired by the Company, and any
additions to or extensions of any such existing or future plants and systems,
together with the buildings, erections, structures, generating and purifying
apparatus, holders, engines, boilers, benches, retorts, tanks, pipe lines,
connections, service pipes, meters, conduits, instruments, appliances,
apparatus, facilities, machinery, fixtures and all other property used or
provided for use in the construction, maintenance, repair and/or operation
thereof, both that now owned and that which may be hereafter acquired by the
Company, and together also with all rights,
<PAGE>   69

                                       66


privileges, rights of way, franchises, licenses, easements, grants, liberties,
immunities, permits and ordinances of the Company, howsoever conferred or
acquired, and whether now owned or hereafter to be acquired, with respect to the
construction, maintenance, repair and/or operation of said gas generating
plants, gas storage plants and gas gathering and/or transmission and/or
distribution systems, and each of them, and any additions thereto and extensions
thereof.

         Third: The waterworks plants and water distribution systems now owned
by the Company, and any waterworks plants and/or waterworks distribution systems
hereafter constructed or acquired by the Company, together with the buildings,
structures, erections, pumps, pumping machinery, reservoirs, filters,
filter-galleries, chlorinating equipment, tanks, wells, water rights, water
supply, water mains, hydrants, pipelines, service pipes, meters, standpipes,
engines, boilers, apparatus, appliances, facilities, machinery, equipment,
fixtures, and all other property used or provided for use in the construction,
maintenance, repair and/or operation thereof, both that now owned and that which
may be hereafter acquired by the Company, and together also with all of the
rights, privileges, rights of way, franchises, licenses, easements, permits,
liberties, immunities, grants and ordinances of the Company, howsoever conferred
or acquired, and whether now owned or hereafter to be acquired, with respect to
the construction, maintenance, repair and operation of said plants and systems
and each of them, and any additions thereto and extensions thereof.

         TOGETHER WITH all and singular the tenements, hereditaments and
appurtenances belonging or in anywise appertaining to the aforesaid properties
or any part thereof, with the reversion and reversions, remainder and
remainders, and (subject to the provisions of Section 9.01 of the Indenture) the
tolls, rents, revenues, issues, income, product and profits thereof, and all the
estate, right, title, interest and claim whatsoever, at law as well as in
equity, which the Company now has or may hereafter acquire in and to the
aforesaid property and every part and parcel thereof.

         SAVING AND EXCEPTING, however, from the properties mortgaged and
pledged by the Indenture (whether now owned by the Company or hereafter acquired
by it) all bills, notes and accounts receivable,
<PAGE>   70


                                       67

cash on hand and in bank, contracts, merchandise and appliances kept for
purposes of sale, and all bonds, obligations, evidences of indebtedness, shares
of stock and other securities, and certificates or evidences of interest
therein-other than any of the foregoing which may be hereafter specifically
transferred or assigned to or pledged or deposited with the Trustee under the
Indenture or required by the provisions of the Indenture so to be-and all office
furniture and equipment, motor vehicles, tools, testing equipment and consumable
materials and supplies; provided, however, that, if upon the happening of an
event of default as in the Indenture defined, the Trustee or any receiver
appointed under the Indenture shall enter upon and take possession of the
mortgaged property, the Trustee or such receiver may, to the extent permitted by
law, at the same time likewise take possession of any and all of the property
described in this paragraph then on hand and use and administer the same to the
extent as if such property were part of the mortgaged property, unless and until
such event of default shall be remedied or waived and possession of the
mortgaged property restored to the Company, its successors or assigns.

         ALSO SAVING AND EXCEPTING, however, from the property hereby mortgaged
and pledged:

         (a) All parcels of land now owned or hereafter acquired by the Company
and not used by it or useful in connection with its business as an electric, gas
or water company or as an electric, gas or water utility, including the
following parcels which the Trustee does hereby release from the lien of the
Indenture:

              Parcel 1. All of that certain lot or parcel of unimproved land,
         situated in the Parish of Vernon, State of Louisiana, and described as
         follows, to-wit:

              A plot of ground measuring 100 feet on the north side of gravel
         road in the SW/4 of the SW/4 of Section 26, township 2, Range 9 West,
         more particularly described as follows:

              Beginning at an iron pin 150 feet south 41 degrees 19 minutes east
         from the intersection of the east right of way line of the main line of
         the Kansas City Southern Railway and the north line of gravel road,
         thence north 48 degrees 41 minutes east a distance of 100 feet; thence
         south 41 degrees 19 minutes east a distance of 100 feet; thence south
         48 degrees 41 minutes
<PAGE>   71


                                       68

         west a distance of 100 feet; thence north 41 degrees 19 minutes west a
         distance of 100 feet to point of beginning.

              Being the same property as that described in the Deed from
         Columbus Pitre to Louisiana Public Utilities Co., Inc., recorded in
         Book 143, page 445, records of Vernon Parish, which deed is dated June
         22, 1942.

              Parcel 2. A certain lot or parcel of unimproved land in the Town
         of Slidell, St. Tammany Parish, described as Lot Twenty-five (25) in
         Square No. 11 of the Brugier Addition, as per the official map of the
         said Town on file in the office of the Clerk of Court of said parish.
         Said Lot twenty-five (25) has a frontage of Fifty (50) feet on Florida
         Avenue and extends northward between parallel lines a distance of One
         Hundred Forty-four (144) feet and having a depth in the rear of Fifty
         (50) feet. Said Square No. Eleven (11) which contains Lot Twenty-five
         (25) being bounded on the south by Florida Avenue, on the East by Fifth
         Street, on the North by Hall Avenue and on the West by Fourth Street.

              Being part of the property acquired by Louisiana Public Utilities
         Co. Inc. from Slidell Ice & Light Company by Act passed before L. V.
         Cooley, Jr., Notary Public, for the Parish of St. Tammany, dated
         October 31, 1925, registered in the conveyance records of St. Tammany
         Parish in Book 90, Folio 573.

              Parcel 3. The following described unimproved property in the
         Parish of DeSoto, described as an irregular tract of land being a part
         of the Southeast Quarter (SE/4) of the Northwest Quarter (NW/4) of
         Section Twenty (20), Township Twelve (12) North, Range Thirteen (13)
         West and more particularly described as follows: Commencing at the
         intersection of the Southwesterly right of way line of the Texas &
         Pacific R. R. with the Northwesterly right of way line of the Kansas
         City Southern R. R.; thence in a Northwesterly direction along the
         aforesaid Southwesterly right of way line of the Texas & Pacific R. R.
         a distance of Two Hundred Seventy-five and Three-tenths (275.3) feet to
         the place of beginning; thence south eighteen degrees fifteen minutes
         (18(degree) 15') West a distance of Five Hundred twenty-nine (529) feet
         to a point; thence west two hundred eight (208) feet more or less to
         the east line of the Southwest Quarter (SW/4) of the Northwest Quarter
         (NW/4) of said Section Twenty (20); thence North


<PAGE>   72

                                       69

         along said East line of the Southwest Quarter (SW/4) of the Northwest
         Quarter (NW/4) a distance of Six Hundred forty-eight and five-tenths
         (648.5) feet more or less to the aforesaid Southwesterly right of way
         of the Texas & Pacific R. R.; thence Southeasterly along said
         Southwesterly right of way line of the Texas & Pacific R. R. a distance
         of four hundred four (404) feet, more or less, to the place of
         beginning, containing four (4) acres, more or less.

              Parcel 4. A parcel of unimproved real estate in the Parish of
         DeSoto described as beginning at a point on the line dividing the
         Southeast Quarter (SE/4) of the Northwest Quarter (NW/4) and the
         Southwest Quarter (SW/4) of the Northwest Quarter (NW/4) of Section
         Twenty (20), Township Twelve (12) North, Range Thirteen (13) West Ten
         (10) chains and forty (40) links North of the Southwest corner of the
         Southeast Quarter (SE/4) of the Northwest Quarter (NW/4) of said
         section; running thence West Two (2) chains and Ninety-five (95) links;
         thence North Three (3) chains and Seventy (70) links; thence south
         fifty-two degrees Ten minutes (52(degree) 10') East three (3) chains
         seventy-two (72) links to the West line of the Southeast Quarter (SE/4)
         of the Northwest Quarter (NW/4) of said section Twenty (20); thence
         south one (1) chain fifty (50) links to the place of beginning.

              Parcels 3 and 4 being part of the property conveyed by Crystal Ice
         and Bottling Co. Ltd. to Louisiana Public Utilities Co. Inc. by deed
         dated March 24, 1927 recorded in Book 77, Folio 464, records of DeSoto
         Parish.

              Parcel 5. A certain parcel or tract of land together with all
         improvements and appurtenances thereto belonging, situated in the Town
         of Glenmore, Parish of Rapides, State of Louisiana, and being more
         particularly described as follows: Beginning one hundred fourteen feet
         South of Sycamore Street on the East side of the Pelican Highway;
         thence South following the Pelican Highway to the East and West Quarter
         Line, Section Seventeen, Township One, South Range Two West; thence
         East to the right of way of the Missouri Pacific Railroad Company;
         thence North along the Missouri Pacific Railroad Company right of way
         to the South side of Sycamore Street, if said street was continued;
         thence West to the point of beginning.

<PAGE>   73


                                       70

              This being the same property acquired by Gulf Public Service
         Company from W. C. Pringle, under an act of sale of date March 3rd,
         1926, and of record in Book 139 of Conveyances, Page 29, Ent. No.
         109,806, of date March 3rd, 1926. There is located on said parcel an
         ice storage and sales station.

              Parcel 6. The following described property in the Parish of
         Vermilion, described as those two (2) certain lots of ground lying and
         being situated in the Stebbins Addition to the Town of Abbeville, known
         and designated as Lots Ninety-three (93) and Ninety-five (95) of said
         Addition, each of said lots measuring Sixty-six (66) feet Eight (8)
         inches North and South by One Hundred Twenty (120) feet East and West
         bounded on the North by Lot Ninety-one (91), East by Lots Ninety-four
         (94) and Ninety-six (96), South by Street and West by Gueynon Street.

              Parcel 7. Those certain four (4) lots of ground lying and being
         situated in the Town of Abbeville and being designated as Lots
         Eighty-five (85), Eighty-six (86), Eighty-seven (87) and Eighty-eight
         (88) of Stebbins Addition to the Town of Abbeville all as per plan of
         said addition made by Edwards & Montagne, less Fifteen (15) feet on the
         northern boundary line of Lots Eighty-five (85) and Eighty-six (86)
         reserved for a switch for the benefit of all lots of said Addition on
         the line of the Iberia & Vermilion Railroad Company, Lot Eighty-five
         (85) being bounded on the North by the Iberia & Vermilion Railroad
         Company, on the West by Gueynon Street, on the East by lot Eighty-six
         (86) and on the South by Lot Eighty-seven (87). Lot Eighty-six (86) is
         bounded on the North by the Iberia & Vermilion Railroad Company and on
         the South by Lot Eighty-eight (88), on the East by Young Street and on
         the West by Lot Eighty-five (85); Lot Eighty-seven (87) is bounded on
         the North by Lot Eighty-five (85), on the South by Lot Eighty-nine
         (89), on the East by Lot Eighty-eight (88) and on the West by Gueynon
         Street; Lot Eighty-eight (88) is bounded on the North by Lot Eighty-six
         (86), on the South by Lot Ninety (90), on the East by Young Street and
         on the West by Lot Eighty-seven (87); each of said lots measured
         Sixty-six (66) feet Eight (8) inches by One Hundred Twenty (120) feet.


<PAGE>   74


                                       71

              Parcel 8. Those two certain lots of ground lying and being
         situated in the Stebbins Addition to the Town of Abbeville, known and
         designated as Lots Eighty-nine (89) and Ninety-one (91) of said
         Addition, all as per the plan of said Edwards & Montagne, Surveyors, on
         file in the Clerk's office of Vermilion Parish.

              Parcels 6, 7 and 8 being the same property acquired by Louisiana
         Public Utilities Co., Inc. from Raymond H. Burtz by Act passed before
         Walter B. Gordy, Notary Public for the parish of Vermilion dated April
         26, 1926, recorded in the conveyance records of Vermilion Parish in
         Book 87, folio 109, under entry No. 41643.

              There is located on Parcels 6, 7 and 8 above described an ice
plant and residence.

              Parcel 9. The following described property in the City of Crowley,
         in the parish of Acadia, described as Lots One (1) and Two (2) in Block
         Eight (8) of W. W. Duson's additions to the City of Crowley, having a
         front of One Hundred (100) feet on the South side of the Louisiana
         Western Railroad by a depth of One Hundred (100) feet between parallel
         lines along the East line of Parkerson Avenue to the North line of the
         property described under parcel 10 hereafter.

              Parcel 10. A certain parcel of ground in the City of Crowley,
         Parish of Acadia, described as a lot of ground situated in southwest
         corner of Block Eight (8) of the W. W. Duson Addition to the City of
         Crowley adjoining the property above described under Parcel Nineteen
         and having a depth of One Hundred (100) feet on the North side of Mills
         Street and a depth of One Hundred (100) feet between parallel lines
         along the East side of Parkerson Avenue to the South line of the
         property described under Parcel Thirteen aforesaid.

              Said parcels 9 and 10 being the same property acquired by
         Louisiana Public Utilities Co. Inc., by deed from Albert F. Horn by Act
         passed before J. Matt Buatt, Notary Public, Parish of Acadia, dated
         December 16, 1926, recorded in the conveyance records of Acadia Parish
         in Book B-4, folio 274.

              There is located on Parcels 9 and 10 above described an ice plant.



<PAGE>   75


                                       72

              Parcel 11. The following piece or parcel of land in the Town of
         White Castle, Parish of Iberville, described as lots Twelve (12),
         Thirteen (13) and Fourteen (14) in Square Five (5) of Plan of Soniat's
         New Addition to said Town (see Con. Bk. 25, entry 293).

             Lot Twelve (12) measures forty-three feet, nine inches (43' 9")
         front on Railroad Avenue, one hundred twenty-six feet one inch and
         seven lines (126' 1" 7"') on the eastern line, one hundred
         twenty-five feet, ten inches, five lines (125' 10" 5"') on the
         western line, and forty-three feet, nine inches (43' 9") on 'the
         northern line.

              Lot Thirteen (13) measures forty-three feet, nine inches (43' 9")
         front on Railroad Avenue, one hundred twenty-five feet, ten inches,
         five lines (125' 10" 5"') on the eastern line, one hundred
         twenty-five feet, seven inches, three lines (125' 7" 3"') on the
         western line, and forty-three feet, nine inches (43' 9") on the
         northern line.

              Lot Fourteen (14) measures forty-three feet, nine inches (44' 9")
         front on Railroad Avenue, one hundred twenty-five feet, seven inches,
         three lines (125' 7" 3"') on the eastern line, one hundred
         twenty-five feet, four inches, one line (125' 4" 1"') on the western
         line fronting on Leona Avenue, and forty-three feet, nine inches (43'
         9") on the northern line.

              Said lots are contiguous and are bounded together on the front or
         south by Railroad Avenue, on the east by Lot 11, on the North by Lot 15
         and part of Lot 8 and on the west by Leona Avenue.

              Parcel 15 being the same property which was conveyed by Deed from
         Alcide Barbier and Alcee Doiron by Act before Joseph Grace, Notary
         Public, Parish of Iberville, June 30, 1927, and registered in the
         conveyance records of the parish of Iberville in Conveyance Book 51,
         entry 206.

              There is located on Parcel 11 above described an ice sales
         station.

              Parcel 12. Property in the Town of Port Allen, Parish of West
         Baton Rouge described as a parcel of ground constituting the westerly
         portion of Square Thirteen (13) of "The Oaks Subdivision" in the Town
         of Port Allen. The said plot measures one hundred (100) feet front on
         Oaks Avenue by a depth between parallel lines of One Hundred Eighty-two
         (182) feet.



<PAGE>   76


                                       73

              Parcel 12 being the same property conveyed in the Deed from The
         Oaks, Inc. to Louisiana Public Utilities Co., Inc. dated June 11, 1929,
         recorded in C. B. 18, Entry No. 88 on June 11, 1929.

              There is located on said Parcel 12 above described an ice sales
         station.

              Parcel 13. A parcel of land in the Town of Many, Sabine Parish,
         described as a parcel of land in the North-west comer of Lot Two (2) of
         Giauque's Third Addition to Many described as: Beginning at the
         North-west corner of said Lot Two (2), running thence South Seventy
         degrees (70(degree)) East Twenty (20) feet; thence South Twenty Degrees
         (20(degree)) West Two Hundred (200) feet; thence North Seventy Degrees
         (70(degree)) West Twenty (20) feet; thence North Twenty Degrees
         (20(degree)) East Two Hundred (200) feet to the place of beginning, and
         Lot Three (3) of Giauque's Third Addition to Many less the following
         described lots, to-wit: Beginning at the North-west corner of said Lot
         Three (3), running east Sixty (60) feet; thence South One Hundred
         Twenty-five (125) feet; thence West Sixty (60) feet; thence North One
         Hundred Twenty-five (125) feet to the place of beginning and excepting
         a lot described as: Beginning at the Southwest corner of the lot of
         land now or formerly owned by J. L. Dees in the North-west corner of
         said Lot Three (3) and running South on the West line of said Lot Three
         One Hundred Sixty-five (165) feet; thence East parallel with the North
         line of said Lot Three (3) Sixty (60) feet; thence North parallel with
         the West line of said Lot Three (3) to the South-east corner of said J.
         L. Dees' lot; thence West on the South line of said J. L. Dees' lot to
         the place of beginning.

              Being the same property as that acquired by Louisiana Public
         Utilities Co., Inc. from Crystal Ice and Bottle Company, Ltd., dated
         March 22, 1927, and recorded in the conveyance records of Sabine Parish
         in Book 43, folio 132.

              There is located on said Parcel 13 above described an ice plant.

              Parcel 14. The following described property in the Town of
         Franklin, St. Mary Parish, described as a parcel of ground on the West
         side of Bayou Teche in the Town of Franklin measuring Thirty-four (34)
         feet front on the East side of Main Street, described as follows:
         Beginning at a point on the East side of


<PAGE>   77


                                       74

         Main Street at the intersection of the Southwest corner of the property
         now or formerly owned by Mrs. E. B. Spiller and measuring in a
         Northeasterly direction Four Hundred Fifty-seven (457) feet to Bayou
         Teche; thence in a Southeasterly direction and fronting on Bayou Teche
         a distance of One Hundred Fifteen (115) feet; thence in a Southwesterly
         direction a distance of Two Hundred Two (202) feet to a stake; thence
         in a Northwesterly direction a distance of Seventy-one (71) feet to a
         stake and thence Westerly a distance of Two Hundred Twenty-nine (229)
         feet to the East side of Main Street; thence in a Northwesterly
         direction fronting on the East line of Main street a distance of
         Thirty-four (34) feet to the place of beginning. Said property being
         bounded on the North by the property of Mrs. E. B. Spiller, or assigns,
         on the East by Bayou Teche, on the South partly by lands of W. R. Gates
         and Bell et als, or assigns, and on the West by said Main Street.

              Being the same property acquired by Louisiana Public Utilities Co.
         Inc. from the Franklin Ice Works, Ltd. by deed dated March 24, 1926,
         recorded in the conveyance records of St. Mary Parish in Book 4-K of
         conveyances, entry 51745.

              There is located on said Parcel 14 above described an ice plant.

              Parcel 15. The following property in the city of New Iberia,
         Parish of Iberia, Louisiana described as:

              A parcel of land bounded on the North by Bayou Teche, on the South
         by the property now or formerly of J. H. Slaughter, F. G. Patout and
         Elks Theatre Co. Inc.; on the East by Swain Street, and on the West by
         a strip of land Twenty (20) feet in width leased by the New Iberia &
         Northern R. R. Company by act before Ventress J. Smith, dated September
         1, 1910, recorded September 3, 1910 in C. 0. B. 72, folio 38 of the
         records of Iberia Parish (less a strip of land Twenty-five (25) feet
         wide granted to the New Iberia & Northern R. R. Company for a
         right-of-way along the front of Bayou Teche) and which said property
         measures as follows: to-wit: One Hundred Forty-four and One-half (144
         1/2) feet more or less on Swain Street, Two Hundred Sixty one (261)
         feet more or less front on Bayou Teche, Two Hundred Forty-seven (247)
         feet more or less on the line separating said properties from the
         property now or formerly of J. H. Slaughter,

<PAGE>   78


                                       75

         F. G. Patout and Elks Theatres, Inc. and One Hundred Eighty-four (184)
         feet more or less on the line separating said property from the strip
         of land Twenty-five (25) feet in width leased by the New Iberia &
         Northern R. R. Company recorded in C. 0. B. 72, folio 38 of the records
         of Iberia Parish.

              Being the same property described in the Deed from New Iberia Ice
         & Cream Co. Inc. to Louisiana Public Utilities Co. Inc. dated March 4,
         1927, recorded in Book 108, entry No. 41481.

              Parcel 16. That certain parcel of real estate in the City of New
         Iberia, Parish of Iberia, described as that certain lot measuring
         Thirty-five (35) feet front on Swain Street by a depth between parallel
         lines of Eighty-nine (89) feet and running back to the property now or
         formerly of Jennaro and bounded as follows: in front by said Swain
         Street, in rear by the property now or formerly of Jennaro, above by
         the property now or formerly of John R. Taylor and below by the
         property of New Iberia Ice & Cream Co. Inc.

              Parcel 17. That certain parcel of real estate in the City of New
         Iberia, Parish of Iberia, measuring Thirty-six (36) feet front by
         Thirty-five (35) feet in depth and bounded as follows: North by the
         property now or formerly of Fred Patout, East by the property of the
         New Iberia Ice & Cream Co. Inc.; South by the property now or formerly
         of Taylor and West by the property now or formerly of Jennaro.

              Parcels 16 and 17 being the same property acquired by Louisiana
         Public Utilities Co. Inc. from Joseph H. Slaughter by deed dated April
         18, 1932.

              Parcel 18. A certain strip of land measuring Twenty-five (25) feet
         in width and adjoining and paralleling the rear of the property above
         described as Parcel Fifteen (15), and running from the right-of-way of
         the New Iberia & Northern R. R. across the property of Elks Lodge,
         formerly Alma House Property, the said strip of land being under a
         99-year lease as recorded in C. 0. B. 72, Folio 38 of the records of
         Iberia Parish.

              Being the same property as that described in the Deed from New
         Iberia Ice & Cream Co. Inc. to Louisiana Public Utilities Co. Inc.
         dated March 4, 1927, recorded in Book 108, Entry No. 41481.



<PAGE>   79


                                       76

              There is located on said Parcels 15, 16, 17 and 18 above described
         an ice plant.

              Parcel 19. A parcel of land located in the Village of Concoe,
         formerly Turnerville, in the parish of Iberville, forming a part or
         portion of the property purchased by Victor J. Kurzweg from Mrs. M. P.
         Grover, et al and known as the "Grover Tract", said tract being
         designated by the letter "H" on plan of survey of town lots made and
         prepared by J. C. Kleinpeter, Surveyor, July, 1920, for the said
         Kurzweg and annexed to and made a part of the sale by Victor J. Kurzweg
         to Crystal Ice Products, Inc. dated October 29, 1926, said tract being
         further described as fronting One Hundred Sixty-seven (167) feet Ten
         (10) inches on the Forty-six (46) foot Parish Public Road, which runs
         from the Town of Plaquemine through said Village of Concoe or
         Turnerville, having as its northern boundary the center line of the T.
         & P. R. R. Co. spur, designated on the said map as its southern
         boundary, Lots One (1), Four (4), Five (5) and Six (6) of Square E of
         said plan and in the rear bounded for a distance of One Hundred Ten
         (110) feet by the fifteen (15) foot street designated on said plan and
         for a distance of Eighty (80) feet on the Thirty-six (36) foot street
         also designated on said plan, said rear boundary being in the shape of
         an obtuse angle.

              Being the same property conveyed in the Deed from Crystal Ice
         Products Co. to Louisiana Public Utilities Co., Inc. dated July 8,
         1927, recorded in Book 51, folio 250.

              There is located on said parcel 19 above described an ice plant.

              Parcel 20. The following described property in the City of
         Donaldsonville, Parish of Ascension, described as six lots of land
         designated on the plan of the lands of the Donaldsonville Land and
         Improvement Co., Ltd., said plan being on file in the Recorder's office
         of said Parish and Paraphed "Ne Varietur" by C. A. Gondran, Notary
         Public for identification, with an act of sale from said company to
         Mrs. Montreal Accosta under date of May 3, 1895, said plan being
         recorded in Book 37 of conveyances at page 284. Three of said lots are
         numbered and located as follows: Lots Seventeen (17), Eighteen (18) in
         Square Two (2) measure Forty-two and Two-tenths (42.2) feet; Lot
         Nineteen (19) measures Forty-two and One-tenth (42.1) feet; all of said



<PAGE>   80


                                       77

         three lots are situated and adjoin each other and said Lot Seventeen
         (17) in said Square Two (2) forms the Northwest corner of intersection
         of Second and Peytavin Streets and are One Hundred Ten (110) feet deep.
         Three of said lots are numbered and located as follows: Lots Fourteen
         (14), Fifteen (15) and Sixteen (16) in Square Two (2) on the same plan
         of the lots of said company, said lots measuring front on Second Street
         Forty-five and Two-tenths (45.2) feet each with a depth of One Hundred
         Sixty-eight and Five-tenths (168.5) feet; Square Two (2) being bounded
         by First, Peytavin, St. Vincent and Second Streets, said three lots
         Seventeen (17), Eighteen (18) and Nineteen (19) all facing Peytavin
         Street.

              Being the same parcel conveyed by Crystal Ice Products Company,
         Inc. to Louisiana Public Utilities Co. Inc., by Act before Sidney A.
         Marchand, Notary Public, Parish of Ascension, July 8, 1927, registered
         in the conveyance records, Parish of Ascension, in Book of Conveyance
         68, folio 9.

              There is located on said Parcel 20 above described an ice plant.

              Parcel 21. A certain lot of ground, located within the corporate
         limits of the Town of Thibodaux, in the Parish of Lafourche, on the
         East Bank of Bayou Lafourche, in what was formerly known as the North
         Thibodaux Addition, and forming part of Block 13 of said addition;
         which said lot of ground begins at a point marked on the ground by an
         iron pipe imbedded in cement at or near the southeast corner of Block
         13 of said North Thibodaux Addition, which is at or near the northwest
         corner of the intersection of said St. Patrick Highway and North
         Seventh Street; and from said point runs westerly along the northern
         line of North Seventh Street a distance of 221.2 feet to a point in the
         south line of Block 13 aforesaid also marked by an iron pipe imbedded
         in cement; thence northerly parallel with St. Patrick Highway a
         distance of 102.3 feet to a point marked by another iron pipe also
         imbedded in cement; thence easterly a distance of 216 feet to a point
         in the west line of said highway also marked by an iron pipe imbedded
         in cement; and thence southerly along the west line of said highway a
         distance of 83.9 feet to a point of beginning. The property herein sold
         comprises Lots 13, 14 and 15, parts of Lots 9., 10, 11 and 12, part of
         Lot 6,



<PAGE>   81


                                       78

         and a small part of Lot 16 of said block; and as a whole is bounded
         northerly and westerly by remainder of property of vendor, southerly by
         North Seventh Street, and east by St. Patrick Highway; and together
         with said property the ice factory and all other improvements thereon
         situated.

              The ice factory and other improvements were acquired by Louisiana
         Public Utilities Co., Inc., on July 1, 1943, by act of sale recorded in
         Conveyance Book No. 111 and Mortgage Book ZZ-8, under entry No.
         BE-64366, records of Lafourche parish.

              Parcel 22. Property in the City of Lafayette, Parish of Lafayette,
         described as that portion of land in the City of Lafayette that is
         bounded on the Northwest by the Morgan's Louisiana & Texas R. & S.
         Co.'s right-of-way, on the South by Wye track that connects the
         Alexandria Branch main track and main line of Louisiana Western R. on
         the Northeast by the South right-of-way line of the Alexandria Branch,
         on the South by the North right-of-way line of the Louisiana Western
         R., on the West by the East edge of the extension of Green Street, the
         above described real estate being more fully described as follows:
         Beginning at a point "D" said point being the intersection of the North
         right-of-way line of the Louisiana Western R. and the South
         right-of-way line of the Alexandria Branch, turning an angle of Fifteen
         Degrees (15(degree)) from the Alexandria Branch right-of-way from North
         to West and running a Three Degrees (3(degree)) curve in the
         northwesterly direction along the North right-of-way of Louisiana
         Western R. a distance of Seven Hundred Fifty-four (754) feet to a point
         "C"; thence turn tangent to curve at this point "C"; and turn an angle
         of One Hundred Thirty-six Degrees Forty Minutes (136(degree) 40') from
         right to left and run on this line which is the East side of Green
         Street produced a distance of Two Hundred Fifty-three (253) feet to the
         point "B"; thence turn angle from right to left of One Hundred Fifteen
         Degrees (1150) which will be a tangent to a Twelve Degree (12(degree))
         curve at point "B"; thence run a Twelve Degree (12(degree)) curve in a
         northerly direction from this tangent for a distance of Four Hundred
         Fifty (450) feet to point "A", this line being the present East
         right-of-way line of the Alexandria Branch of Morgan's Louisiana &
         Texas R. & S. Co.'s Wye track which connects the Alexandria Branch with
         the Louisiana Western



<PAGE>   82


                                       79

         R.; thence turn tangent to a Twelve Degree (12(degree)) curve at point
         "A" and measure an angle of Eighteen Degrees Fifteen Minutes
         (18(degree) 15') to the left from said tangent and run a distance of
         Twelve Hundred Thirty (1230) feet along the south right-of-way of the
         Alexandria Branch to a point "D" which is the place of beginning and
         containing four and three-quarters acres.

              Being the same property as that acquired by Louisiana Public
         Utilities Co., Inc. from Samuel R. Morgan by act before William P.
         Mills, Notary Public, dated May 11, 1926, registered in the conveyance
         records of Lafayette Parish in Book V-7, folio 251; less and except
         that certain parcel of 1.25 acres (more or less) sold by Louisiana
         Public Utilities Co. to Patrick E. Mouton on May 2, 1946, by deed of
         record under entry No. 190,492, records of Lafayette Parish, Louisiana,
         said excepted tract being described as follows:

              Beginning at a point where a line 151 feet southerly from and
         parallel to the south side of the Louisiana Public Utilities Co., Inc.
         Ice Plant building joins Morgan's Louisiana & Texas Railroad & S. S.
         Co. right of way (the location of said line being marked by concrete
         posts set therein at points 151' southerly from and opposite the
         eastern and western ends of the south side of said Ice Plant building);
         thence running easterly along said line to the center line of the
         railroad yard track located on the property of Louisiana Public
         Utilities Co., Inc., thence turning southerly 90 degrees and running a
         distance of 75.0 feet, thence turning easterly 90 degrees and measuring
         the full distance to the easterly line of the parcel acquired as
         aforesaid by act of record in Conv. Book V-7, at page 251, thence south
         along the easterly boundary of said property to the north right of way
         line of Louisiana Western Railroad and running a three-degree
         (3(degree)) curve in a northwesterly direction along the north right of
         way of La. Western Railroad to point of beginning.

              There is located on said Parcel 22 above described an ice plant.

              Parcel 23. Real estate in the Town of Abbeville, Parish of
         Vermilion, described as Six and Seventy-four One-hundredths (6.74)
         acres of land more or less, and being a portion of irregular Section
         Fifty-two (52) Township Twelve (12) South, Range Three (3) East and
         designated as Lot One (1) of the Partition



<PAGE>   83


                                       80

         in re Succession of C. T. Guidry Sr. as per process verbal of sale
         recorded in Book 27, page 258 of conveyances, and bounded as follows:
         On the North by the Public Road; on the South by Bayou Vermilion; on
         the East by Bayou Vermilion; on the West by the property now or
         formerly of the heirs of Anthony LeBlanc, subject, however, to an
         outstanding royalty of one-thirty-second (1/32) of all oil, gas or
         other minerals except sulphur produced from said land and a royalty of
         12 1/2(cent) per long ton for all sulphur produced from said land.

              Being the same property as that acquired by the Louisiana Public
         Utilities Co., Inc. from Dr. Amable A. Comeaux by Act passed before A.
         O. Landry, Notary Public, Vermilion Parish, dated September 30, 1940,
         recorded in the conveyance records of Vermilion Parish, Book 151, folio
         55.

              There is located on said parcel 23 above described an ice storage
         plant.

              Parcel 24. A certain tract of land situated within the corporate
         limits of the Village of Delcambre, Parish of Iberia, fronting on the
         right of way of the Texas and New Orleans Branch Railway and extending
         south 200 feet from said Railway right of way, and bounded on the north
         by the right of way of the Texas and New Orleans Branch Railway, on the
         east by the Delcambre Canal, on the south by the property of Cypremont
         Sugar Company, Inc., and on the west by the property of Mrs. Lawrence
         D. Belair, being the same property acquired by Louisiana Public
         Utilities Co., Inc. from Cypremont Sugar Company, Inc. under date of
         September 22, 1944.

              There is located on said tract an ice plant.

              Parcel 25. A certain lot of ground in the City of Natchitoches,
         La., on the East side of Boyd Street, measuring 295 feet on said Boyd
         Street, and measuring 300 feet on and parallel with the right of way of
         the Texas and Pacific Railway Company, measuring 60 feet 7 inches on
         Bossier St., and 220 feet on its south boundary extending from Boyd
         Street to the right of way of the Texas and Pacific Railway Company,
         and bounded on the North by Bossier St., on the South by property of H.
         A. Cooke, on the East by right of way of the Texas & Pacific Rail. way
         and on the West by Boyd St.;



<PAGE>   84


                                       81

              Being the lot acquired by Gulf Public Service Company from C. A.
         Tooke et at., under act of sale of date June 30th, 1927, and of record
         in Book 159 of Conveyances, Page 431 et seq., Ent. No. 58,098, of date
         July 1st, 1927, Natchitoches Parish, Louisiana.

              There is located on Parcel 25 above described an ice plant.

              Parcel 26. That certain lot or tract of land situated within the
         corporate limits of the City of Opelousas, Louisiana, and being bounded
         on the North by Grolee Street, on the West by Opelousas Gulf & N. E. R.
         R., on the South by Cotton Companies Co., East by Cotton Companies Co.

              Being the same property acquired by Gulf Public Service Company
         from A. Moresi and wife, under authentic act of sale dated May 11th,
         1926, and recorded in Book N-5 of Conveyances, Page 118, Ent. No.
         105419, of date May 21st, 1926, Clerk's Office, St. Landry Parish,
         Louisiana. There is located on Parcel 26 above described an ice plant.

              Parcel 27. Six (6) certain lots or parcels of land, situated in
         the Alfred Bacciochi Addition to the Town of Eunice, St. Landry Parish,
         La., having a frontage of two hundred and ninety-three and 5/100
         (293.05) feet upon First Street, by a depth of one hundred (100) feet
         running east between parallel lines to the right of way of the
         Louisiana Western (Southern Pacific) Railroad Company, bounded on the
         North by strip of land hereinafter described, South by right of way of
         the Gulf Coast Lines Railroad (formerly N. 0. T. & N. R. R.), on the
         East by the right of way of the Louisiana Western (Southern Pacific)
         Railroad Company and on the West by First Street.

              Also a strip of land Twenty-three (23) feet in width North and
         South by a depth of one hundred (100) feet East and West, bounded North
         by what is known as the Haas Addition to said Town of Eunice, South by
         lot No. 25 of Block No. 14 of the Alfred Bacciochi Addition to the Town
         of Eunice, East by right of way of Louisiana Western (Southern Pacific)
         Railroad Company, and West by First Street.

              The above described lots and strip of land are situated in the
         Northeast quarter of Southeast quarter of Section 23, Township 6, South
         Range 1 West.

              Being the same property acquired by Gulf Public Service Company
         from Andrew Moresi and Alf. A. Moresi, under an



<PAGE>   85


                                       82

         authentic act of sale dated May 14, 1926, of record in Book N-5 of
         Conveyances, Page 83, Ent. No. 105,358, of date May 14, 1926, Clerk's
         Office, St. Landry Parish, La.

              There is located on Parcel 27 above described an ice plant.

              Parcel 28. A certain lot or parcel of ground situated within the
         corporate limits of the Town of Jeanerette, Parish of Iberia, State of
         Louisiana, beginning at a point 233 feet north 39 degrees 16' east from
         the point of intersection of the northeast side property line of Main
         Street and the southeast property line of Cooper Street; thence south
         48 degrees 45' east 195.5 feet; thence north 46 degrees 20' east 272
         feet; thence south 48 degrees 45' east 85 feet; thence south 32 degrees
         361 west 120 feet; thence south 48 degrees 45' east, 257.4 feet; thence
         north 32 degrees 36' east 300 feet to Bayou Teche; thence running along
         Bayou Teche for a distance of 470 feet more or less to the intersection
         of the property lines of Gulf Public Service Company and Consolidated
         Company, Inc.; thence south 39 degrees 16' west 297.5 feet; thence
         north 48 degrees 45' west 81 feet to the property line of Cooper
         Street; thence along Cooper Street south 39 degrees 16' west 155 feet
         to point of beginning; being the property acquired by Gulf Public
         Service Company partly by act of purchase from Louisiana Public Service
         Company, Inc., dated December 8, 1925, recorded in Conveyance Book 105
         at Folio 148, under Entry No. 39956 of the records of Iberia Parish,
         Louisiana, and partly by act of purchase from A. P. Moresi, dated May
         17th, 1926, recorded in Conveyance Book 107, at Folio 159, under Entry
         No. 40904 of the records of Iberia Parish, Louisiana.

              There is located on Parcel 28 above described an ice and bottling
         plant and warehouse.

              Said parcels numbered I to 28, inclusive, having been acquired by
         the Company from Gulf Public Service Co., Inc.

              Parcel 29. (a) A parcel of land containing 24.04 acres in the West
         Half of the Southwest Quarter of Section 7, Township 4 North, Range I
         East, Rapides Parish, Louisiana, and being more particularly described
         as follows: Begin at the Southwest corner of said Section 7 and run
         thence North 89(degree) 50' East along the South line of said Section
         549.76 feet to establish a point of beginning; from said point of
         beginning as thus established run thence North 89(degree) 50' East
         along the South line of said Section 7 a distance



<PAGE>   86


                                       83

         of 778.5 feet to the Southeast corner of the property herein described;
         thence run North 0(degree) 12' East 1332 feet to the South line of
         Holloway Prairie Road right of way; thence run North 88' 15' West along
         the South line of said right of way a distance of 779 feet; thence run
         South 0(degree) 12' West 1358.1 feet back to the point of beginning as
         hereinabove established;

              (b) A lot of unimproved ground situated in the West Half of the
         Southwest Quarter of Section 7, Township 4 North, Range I East, Rapides
         Parish, Louisiana, containing .04 acres and being more particularly
         described as follows: Start at the Southwest corner of said Section 7
         and run thence North 89(degree) 50' East along the South line of said
         Section 549.76 feet; thence run North 0(degree) 12' East 1474.5 feet,
         more or less, to a point 16.4 feet North of the right of way of the
         Holloway Prairie Road to establish a point of beginning. From the point
         of beginning as thus established run thence South 0(degree) 12' West
         16.4 feet to the North line of the right of way of the Holloway Prairie
         Road; thence East along the North line of said right of way a distance
         of 110 feet to the West line of a 37 foot road sometimes designated as
         Jones Street; thence North 0(degree) 12' East along the West line of
         said Jones Street a distance of 15.8 feet; thence run Westerly back to
         the point of beginning;

              All as is more fully shown by plat of survey made by Irion
         Lafargue, Registered Surveyor, on January 17, 1951, attached to and
         made part of original instrument No. 356569 of the records of the
         office of the Recorder of Rapides Parish Louisiana;

              Being that property acquired by Central Louisiana Electric
         Company, Inc. from the Most Reverend Charles P. Greco, individually and
         as Bishop of the Roman Catholic Diocese of Alexandria, La., by deed
         dated August 10, 1951, recorded in Conveyance Book 416, page 428,
         Filing No. 356569, records of Rapides Parish, Louisiana.

         (b) All machinery, equipment, fixtures, supplies and materials now used
or hereafter acquired for use in connection with the ice and cold storage, ice
cream, dairy, and/or soft drink bottling business of the Company.

         (c) All motor vehicles now used or hereafter acquired for use in
connection with the ice and cold storage, ice cream, dairy, and/or soft drink
bottling business of the Company, together with all tires, spare parts,
materials and supplies appertaining thereto.



<PAGE>   87


                                       84

         (d) All machinery, equipment, fixtures, supplies and materials, now
owned or hereafter acquired, not used by or useful to the Company in its
business as an electric, gas or water company or as an electric, gas or water
utility, not located on any parcel of real estate now owned or hereafter
acquired, referred to as being subject to the lien of the Indenture.

         (e) All additions, improvements, betterments, extensions and
replacements now or hereafter made to or acquired for or in connection with the
property set forth in paragraphs (a), (b), (c) and (d) above.

         TO HAVE AND TO HOLD all such properties, real, personal and mixed,
granted, bargained, sold, aliened, remised, released, conveyed, assigned,
transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed
by the Company as aforesaid, or intended so to be, unto the Trustee and its
successors in the trust hereby created and its and their assigns forever;

         SUBJECT, HOWEVER, to existing leases, to easements and other rights of
way for pole lines and other similar encumbrances and restrictions which the
Company hereby certifies, in its judgment, do not impair the use of said
property by the Company in its business, to liens securing indebtedness which
has neither been assumed by the Company nor upon which it customarily pays
interest charges, existing solely upon real property, or rights in and relating
thereto, which real property or rights have been or may be acquired for
right-of-way purposes, to liens of taxes and assessments for the current year
and taxes and assessments not yet due, to alleys, streets and highways that may
run across or encroach upon said lands, and to liens, if any incidental to
construction; and, with respect to any property which the Company may hereafter
acquire, to all terms, conditions, agreements, covenants, exceptions and
reservations expressed or provided in such deeds and other instruments,
respectively, under and by virtue of which the Company shall hereafter acquire
the same and to any and all liens existing thereon at the time of such
acquisition within the restrictions contained in the Indenture; and subject also
to other liens and encumbrances of the character defined in the Indenture as
"permitted liens" insofar as the same may attach to any of the property embraced
herein;


<PAGE>   88


                                       85

         IN TRUST NEVERTHELESS, upon the terms and trusts herein and in the
Original Indenture set forth; this first Supplemental Indenture being made for
the purpose, inter alia, of subjecting the real estate and premises and other
property above described (other than property excluded above) to the lien and
operation of the Indenture, so that the same shall be held specifically by the
Trustee under and subject to the terms and conditions of the Indenture in
identically the same manner and for the same trusts, uses and purposes, aa
though the said real estate and premises and other property had been
specifically described in the Original Indenture;

         PROVIDED, HOWEVER, and these presents are upon the condition that if
the Company, its successors or assigns, shall pay or cause to be paid the
principal of and interest on all said bonds, together with the premium, if any,
payable on such of said bonds as may have been called for redemption prior to
maturity, or shall provide, as permitted by the Indenture, for the payment
thereof by depositiug with the Trustee the entire amount due or to become due
thereon for principal, interest and premium, if any, and if the Company shall
also pay or cause to be paid all other sums payable under the Indenture by it,
then the Indenture and the estate and rights thereby granted shall cease,
determine and be void, otherwise to be and remain in full force and effect.

         IT IS HEREBY FURTHER COVENANTED, DECLARED AND AGREED by and between the
Company and the Trustee, for the benefit of those who shall hold said bonds and
coupons or any of them, as follows:

                                   ARTICLE I.

              DESCRIPTION OF BONDS OF SERIES B AND BONDS OF SERIES C.

         SECTION 1.1. The second series of bonds to be issued under the
Indenture and secured thereby is hereby created, which shall be designated, and
distinguished from the bonds of all other series, by the title "First Mortgage
Bonds, Series B, 3 3/4%", elsewhere herein referred to as the "bonds of Series
B".

         The aggregate principal amount of the bonds of Series B is not limited
except as provided in the Indenture.

         The bonds of Series B shall be dated, and shall bear interest from,
October 1, 1951, except as provided in Section 2.03 of the Indenture



<PAGE>   89


                                       86

with respect to registered bonds without coupons, and shall be due October 1,
1976, and shall bear interest at the rate of three and three-fourths per centum
(3 3/4%) per annum, payable semi-annually on the first day of April and the
first day of October in each year, until maturity, and at the highest rate of
interest borne by any of the bonds outstanding under the Indenture from such
date of maturity until the obligation of the Company with respect to payment of
the principal thereof shall have been discharged. The principal of and the
premium (if any) and the interest on the bonds of Series B shall be payable at
the office or agency of the Company in the City of New Orleans, Louisiana, in
such coin or currency of the United States of America as, at the time of
payment, shall be legal tender for public and private debts.

         The bonds of Series B shall be redeemable, either at the option of the
Company or pursuant to any provision of the Indenture requiring such redemption,
either as a whole or in part f rom time to time, at any time prior to maturity,
upon notice published as provided in Section 8.02 of the Indenture, at least
once in each of four (4) successive calendar weeks upon any business day of each
such calendar week, the first publication to be not less than thirty (30) days
and not more than sixty (60) days before such redemption date (or upon mailing
of such notice of redemption as provided in the first paragraph of Section 8.02
of the Indenture in the event such paragraph shall be applicable). If redeemed
by the application of moneys in the Sinking and Improvement Fund for bonds of
Series B provided for in Article 11 of this Supplemental Indenture or moneys in
the Depreciation Fund provided for in Section 5.07 of the Indenture, or by the
application of moneys received by the Trustee in connection with any release of
property upon any acquisition thereby by any municipal corporation or other
governmental subdivision or governmental body or public authority, the Bonds of
Series B are redeemable at the redemption price at the time applicable specified
in Column A of the schedule contained in the form of coupon bond of Series B set
forth in the recitals hereof, together with interest accrued to the date fixed
for redemption. If redeemed otherwise than by the application of such moneys,
the bonds of Series B are redeemable at the redemption price at the time
applicable specified in Column B of said schedule, together with interest
accrued to the date fixed for redemption.

         Coupon bonds of Series B shall be issuable in the denomination of
$1,000 and shall be registerable as to principal. Registered bonds



<PAGE>   90


                                       87

without coupons of Series B shall be issuable in denominations of $1,000 and any
multiple of $1,000. Bonds of Series B shall be interchangeable at the option of
the holders thereof, in like aggregate principal amounts, coupon bonds for
registered bonds without coupons, registered bonds without coupons for coupon
bonds and the several denominations of registered bonds without coupons.

         SECTION 1.2. The third series of bonds to be issued under the Indenture
and secured thereby is hereby created, which shall be designated, and
distinguished from the bonds of all other series, by the title "First Mortgage
Bonds, Series C, 3 3/4%", elsewhere herein referred to as the "bonds of Series C
".

         The aggregate principal amount of the bonds of Series C which may be
authenticated and delivered is limited (except as provided in Sections 2.03,
2.04, 2.05, 2.06 or 2.07 of the Indenture in respect of exchanges and
interchanges of bonds and except as provided in Section 2.08 of the Indenture in
respect of the issue of bonds in substitution for mutilated, destroyed, lost or
stolen bonds) to Nine Hundred and Sixty Thousand Dollars ($960,000).

         The bonds of Series C shall be dated, and shall bear interest from,
October 1, 1951, except as provided in Section 2.03 of the Indenture with
respect to registered bonds without coupons, and shall be due October 1, 1976,
and shall bear interest at the rate of three and three-fourths per centum (3
3/4%) per annum, payable semi-annually on the first day of April and the first
day of October in each year, until maturity, and at the highest rate of interest
borne by any of the bonds outstanding under the Indenture from such date of
maturity until the obligation of the Company with respect to payment of the
principal thereof shall have been discharged. The principal of and the premium
(if any) and the interest on the bonds of Series C shall be payable at the
office or agency of the Company in the City of New Orleans, Louisiana, in such
coin or currency of the United States of America as, at the time of payment,
shall be legal tender for public and private debts.

         The bonds of Series C shall be redeemable, either at the option of the
Company or pursuant to any provision of the Indenture requiring such redemption,
either as a whole or in part from time to time, at any time prior to maturity,
upon notice published as provided in Section 8.02 of the Indenture, at least
once in each of four (4) successive calendar weeks upon any business day of each
such calendar



<PAGE>   91


                                       88

week, the first publication to be not less than (30) days and not more than
sixty (60) days before such redemption date (or upon mailing of notice of
redemption as provided in the first paragraph of Section 8.02 of the Indenture
in the event such paragraph shall be applicable) . If redeemed by the
application of moneys in the Sinking and Improvement Fund for bonds of Series C
provided for in Article H of this Supplemental Indenture or moneys in the
Depreciation Fund provided for in Section 5.07 of the Indenture, or by the
application of moneys received by the Trustee in connection with any release of
property upon any acquisition thereby by any municipal corporation or other
governmental subdivision or governmental body or public authority, the Bonds of
Series C are redeemable at the principal amount thereof, together with interest
accrued to the date fixed for redemption, without premium. If redeemed otherwise
than by the application of such moneys, the bonds of Series C are redeemable at
the redemption price at the time applicable specified in the schedule contained
in the form of coupon bond of Series C set forth in the recitals hereof,
together with interest accrued to the date fixed for redemption.

         Coupon bonds of Series C shall be issuable in the denomination of
$1,000 and shall be registerable as to principal. Registered bonds without
coupons of Series C shall be issuable in denominations of $1,000 and any
multiple of $1,000. Bonds of Series C shall be interchangeable at the option of
the holders thereof, in like aggregate principal amounts, coupon bonds for
registered bonds without coupons, registered bonds without coupons for coupon
bonds and the several denominations of registered bonds without coupons.

                                   ARTICLE II.

                    SINKING AND IMPROVEMENT FUND FOR BONDS OF
                         SERIES B AND BONDS OF SERIES C.

         SECTION 2.1. The Company covenants and agrees that it will on or before
the first day of October, 1952, and annually thereafter on or before the first
day of October in each year to and including the first day of October, 1975, as
long as any of the Bonds of Series B issued hereunder shall be outstanding, pay
to the Trustee as and for a Sinking and Improvement Fund for the bonds of Series
B an amount in cash equal to two per centum (2%) of the greatest principal
amount of bonds of Series B at any one time outstanding under the Indenture;



<PAGE>   92


                                       89

provided, however, that the amount of cash payable to the Trustee on any such
date pursuant to the provisions of this Section shall be reduced by an amount
equal to the sum of the following credits:

              (a) The aggregate principal amount, or the cost thereof (exclusive
         of accrued interest) to the Company, whichever shall be the lesser, of
         bonds of Series B which the Company shall deliver to the Trustee for
         that purpose; and

              (b) An amount equal to sixty per centum (60%) of the amount of
         bondable value of property additions which the Company shall elect to
         make the basis of a credit against such payment, but the amount of the
         credit which may be taken by the Company in any year under this
         paragraph (b) shall not exceed one-half (1/2) of the total cash
          required to be paid to the Trustee pursuant to the provisions of this
         Section and provided, further, that any credits taken pursuant to this
         paragraph (b) and pursuant to paragraph (b) of Section 2.2 shall be in
         the same proportion to the total cash payments required to be made to
         the Trustee, with respect to the first day of October of the particular
         year, pursuant to Section 2.1 and Section 2.2 respectively.

         In the event that the Company shall elect to take credit against any
such payment pursuant to the provisions of the foregoing paragraph (a) of this
Section, the Company shall deliver to the Trustee an officers' certificate
complying with the provisions of Section 3.01 of the Indenture and stating that
(i) the bond or bonds so delivered to the Trustee on account of any sinking and
improvement fund payment have previously been disposed of by the Company for
value, otherwise than merely by way of pledge, and subsequently purchased by the
Company at the times and cost (exclusive of accrued interest) therein specified,
and (ii) such bonds have not theretofore been made the basis for the
authentication and delivery of bonds or the withdrawal, use or application of
cash under any provisions of the Indenture or for a credit pursuant to Section
5.07 of the Indenture or this Section 2.1. In the event that the Company shall
elect to take credit against any such payment pursuant to the provisions of the
foregoing paragraph (b) of this Section, the Company shall deliver to the
Trustee an officers' certificate of bondable value of property additions meeting
the requirements of subsection (B) of Section 1.06 of the Indenture, accompanied
by the instruments required by subsection (C) of Section 1.06 thereof.



<PAGE>   93


                                       90

         All cash paid to the Trustee pursuant to the provisions of this Section
shall, to the extent practicable, be applied promptly by the Trustee to the
purchase of bonds of Series B in accordance with the provisions of Section 8.06
of the Indenture, or, at the option of the Company, shall, be applied promptly
to the redemption of bonds of Series B. If any such moneys shall remain in the
hands of the Trustee for more than three (3) months after the receipt thereof by
the Trustee, all of such moneys, to the extent that they are sufficient
(exclusive of premium and accrued interest) to redeem bonds in an aggregate
principal amount which shall be a multiple of $1,000, shall be applied by the
Trustee in accordance with the provisions of Article VIII of the Indenture to
the redemption of bonds of Series B on such date, not later than the next
succeeding interest payment date, as shall be fixed by the Trustee; and for such
purpose the Trustee may publish notice of redemption in the name of the Company
or its own name as Trustee. No moneys shall be applied as provided in this
paragraph if any default in the payment of interest on any of the bonds of
Series B shall have occurred and be continuing or if any of the completed
defaults specified in Section 10.01 of the Indenture shall have occurred and be
continuing.

         SECTION 2.2. The Company covenants and agrees that it will on or before
the first day of October, 1952, and annually thereafter on or before the first
day of October in each year to and including the first day of October, 1975, as
long as any of the bonds of Series C issued hereunder shall be outstanding, pay
to the Trustee as and for a Sinking and Improvement Fund for the bonds of Series
C an amount in cash equal to two per centum (2%) of the greatest principal
amount of bonds of Series C at any one time outstanding under the Indenture;
provided, however, that the amount of cash payable to the Trustee on any such
date pursuant to the provisions of this Section shall be reduced by an amount
equal to the sum of the following credits:

              (a) The aggregate principal amount, or the cost thereof (exclusive
         of accrued interest) to the Company, whichever shall be the lesser, of
         bonds of Series C which the Company shall deliver to the Trustee for
         that purpose; and

              (b) An amount equal to sixty per centum (60%) of the amount of
         bondable value of property additions which the Company



<PAGE>   94


                                       91

         shall elect to make the basis of a credit against such payment; but the
         amount of the credit which may be taken by the Company in any year
         under this paragraph (b) shall not exceed one-half (1/2) of the total
         cash required to be paid to the Trustee pursuant to the provisions of
         this Section and provided, further, that any credits taken pursuant to
         this paragraph (b) and pursuant to paragraph (b) of Section 2.1 shall
         be in the same proportion to the total cash payments required to be
         made to the Trustee, with respect to the first day of October of the
         particular year, pursuant to Section 2.1 and Section 2.2 respectively.

         In the event that the Company shall elect to take credit against any
such payment pursuant to the provisions of the foregoing paragraph (a) of this
Section, the Company shall deliver to the Trustee an officers' certificate
complying with the provisions of Section 3.01 of the Indenture and stating that
(i) the bond or bonds so delivered to the Trustee on account of any sinking and
improvement fund payment have previously been disposed of by the Company for
value, otherwise than merely by way of pledge, and subsequently purchased by the
Company at the times and cost (exclusive of accrued interest) therein specified,
and (ii) such bonds have not theretofore been made the basis for the
authentication and delivery of bonds or the withdrawal, use or application of
cash under any provisions of the Indenture or for a credit pursuant to Section
5.07 of the Indenture or this Section 2.2. In the event that the Company shall
elect to take credit against any such payment pursuant to the provisions of the
foregoing paragraph (b) of this Section, the Company shall deliver to the
Trustee an officers' certificate of bondable value of property additions meeting
the requirements of subsection (B) of Section 1.06 of the Indenture, accompanied
by the instruments required by subsection (C) of Section 1.06 thereof.

         All cash paid to the Trustee pursuant to the provisions of this Section
shall, to the extent practicable, be applied promptly by the Trustee to the
purchase of bonds of Series C in accordance with the provisions of Section 8.06
of the Indenture, or, at the option of the Company, shall be applied promptly to
the redemption of bonds of Series C. If any such moneys shall remain in the
hands of the Trust tee for more than three (3) months after the receipt thereof
by the Trustee, all of such moneys, to the extent that they are sufficient



<PAGE>   95


                                       92

(exclusive of premium and accrued interest) to redeem bonds in an aggregate
principal amount which shall be a multiple of $1,000, shall be applied by the
Trustee in accordance with the provisions of Article VIII of the Indenture to
the redemption of bonds of Series C on such date, not later than the next
succeeding interest payment date, as shall be fixed by the Trustee; and for such
purpose the Trustee may publish notice of redemption in the name of the Company
or in its own name as Trustee. No moneys shall be applied as provided in this
paragraph if any default in the payment of interest on any of the bonds of
Series C shall have occurred and be continuing or if any of the completed
defaults specified in Section 10.01 of the Indenture shall have occurred and be
continuing.

         SECTION 2.3. All bonds of Series B or Series C delivered to the
Trustee, or purchased or redeemed, pursuant to the provisions of this Article,
shall be forthwith cancelled by the Trustee, and such bonds shall not be
reissued.

         SECTION 2.4. The Company further covenants to pay to the Trustee, on
demand, the compensation of the Trustee in administering the sinking and
improvement funds as provided in this Article II, together with the Trustee's
expenses, including cost of advertisement of redemption notices and any other
advertisements and other lawful charges, if any, and any accrued interest and
premium paid or payable with respect to any such bonds of Series B and of Series
C purchased or redeemed as provided for in this Article II, it being intended
that the aforesaid compensation, expenses, charges, accrued interest and premium
shall not be charged against sinking and improvement fund moneys.

                                  ARTICLE III.

                        AMENDMENTS OF ORIGINAL INDENTURE.

         SECTION 3.1. The second paragraph of the definition of "property
additions" in Section 1.03 of the Original Indenture is hereby amended by
changing "(viii)" to "(ix)" and inserting after the word "Louisiana" in the
twenty-fourth line of said paragraph, the following clause, "; (viii) any
natural gas wells or works or property used in the production of natural gas as
distinguished from its transmission".



<PAGE>   96


                                       93

         SECTION 3.2. The word "matured" in the fourth line of the second
paragraph of Section 2.07 of the Original Indenture is hereby amended to read
"unmatured".

         SECTION 3.3. The word "second" in the ninth line of the fourth
paragraph of Section 2.10 of the Original Indenture is hereby amended to read
"first".

         SECTION 3.4. Section 4.04 of the Original Indenture is hereby amended
by inserting after the words "Section 6.01 hereof" in the last line of the first
paragraph of Section 4.04 and in subdivision (iii) of subparagraph (b) of
Section 4.04, the words "or under any sinking and improvement fund or other
purchase or similar fund which may be created pursuant to the provisions of any
indenture supplemental to the Indenture".

         SECTION 3.5. Section 5.07 of the Original Indenture is hereby amended
by inserting after the words "property additions" in the third line of the
second paragraph of said Section and in the first line of paragraph (4) of said
Section, the following:

         "(except property additions the bondable value of which has previously
been made the basis for the authentication and delivery of bonds or the
withdrawal of cash hereunder and except property additions acquired by merger,
consolidation or dissolution and except any property included in property
additions which within six months prior to the date of acquisition thereof by
the Company was used or operated by a person or persons other than the Company
in a business similar to that in which it has been or is to be used or operated
by the Company)".

         SECTION 3.6. Section 5.10 of the Original Indenture is hereby amended
by inserting the following paragraph at the end thereof:

              "That promptly after the acquisition by the Company hereafter of
         any parcel of real estate or other item of property of the character
         described in the granting clauses hereof as subject to the lien hereof
         and having a cost to the Company of Ten Thousand Dollars ($10,000) or
         more, it will execute and deliver to the Trustee and cause to be
         recorded, registered and filed, in such manner and in such places as
         may be required by law in order fully to preserve and protect the
         security of the bondholders and all rights of the Trustee hereunder, a
         supplemental



<PAGE>   97


                                       94

         indenture appropriately describing and conveying to the Trustee such
         parcel of real estate or other item of property; and that if during
         1952 or any calendar year thereafter the Company shall have acquired
         properties of the character mortgaged or intended to be mortgaged
         hereby, not theretofore included in any such supplemental indenture and
         having an aggregate cost to the Company of Twenty Thousand Dollars
         ($20,000) or more, it will promptly after the end of such year execute
         and deliver to the Trustee and cause to be so recorded, registered
         and/or filed a supplemental indenture appropriately describing and
         conveying to the Trustee such properties; provided, however, that in
         lieu of executing and delivering any supplemental indenture pursuant to
         the provisions of this paragraph, the Company may deliver to the
         Trustee an opinion of counsel that no such supplemental indenture is
         required in order to preserve and protect the security of the
         bondholders and all rights of the Trustee hereunder in respect of any
         such parcel of real estate or other properties. Upon the delivery of
         any supplemental indenture pursuant to the provisions of this Section,
         the Company shall deliver to the Trustee an opinion of counsel
         complying with the provisions of Section 3.01 hereof and stating that
         such supplemental indenture is in conformity with the requirements of
         this Section.

         SECTION 3.7. The second line of Section 5.20 of the Original Indenture
is hereby amended by inserting after the words "Series A", the words "or Series
B or Series C".

         SECTION 3.8. Section 5.20 of the Original Indenture is hereby amended
by inserting in the last line after the word "acquisition", the following:

         ";provided that for the purposes of this Section no credits shall be
         made to such earned surplus accumulated after December 31, 1949, on
         account of premiums received by the Company on bonds issued hereunder
         except (I) in pro rata annual amounts as such premiums are amortized
         over the life of such bonds, or (ii) upon the redemption of such bonds
         prior to their maturity".

         SECTION 3.9. The first paragraph of Section 8.02 and the second
paragraph of Section 15.01 of the Original Indenture are hereby amended by
inserting before the words "in the City of New Orleans", in said paragraphs, the
words "in the Borough of Manhattan, The City of New York, New York, and in a
similar newspaper".




<PAGE>   98


                                       95

         SECTION 3.10. The covenant of the Company in Section 5.15 of the
Original Indenture shall not apply to the acquisition by the Company of the
properties formerly owned by Gulf Public Service Co., Inc., subject to the lien
of the Indenture of Mortgage of said Gulf Company dated October 1, 1946 securing
$5,804,000 principal amount of presently outstanding bonds, as a result of the
merger of said Gulf Company with and into the Company hereinbefore referred to
in the granting clauses of this First Supplemental Indenture, provided that said
Indenture of Gulf Public Service Co., Inc. shall be satisfied and released and
all bonds outstanding thereunder shall be cancelled and discharged, within 15
days from the effective date of said merger, and provided further that the
effective date of said merger shall be prior to December 15, 1951, all as
evidenced to the Trustee by an Officers' Certificate filed with the Trustee; and
otherwise the terms of said Section 5.15 shall be deemed to be and to have been
at all times in full force and effect without any modification thereof.

         SECTION 3.11. The covenant of the Company in the last paragraph of
Section 17.02 of the Original Indenture shall not apply with respect to the
execution of this First Supplemental Indenture.

         SECTION 3.12. The following Sections shall be inserted at the end of
Article V of the Original Indenture:

                   "SECTION 5.24. The Company covenants and agrees that at no
         time shall the value of the properties of the Company and subsidiaries
         used or useful by or to the Company and subsidiaries for any business
         other than in connection with the electric, gas or water business or as
         an electric, gas or water utility, exceed 9% of the then value of the
         properties of the Company subject to the lien of the Indenture and used
         or useful by or to it in connection with its business as an electric,
         gas or water company or as an electric, gas or water utility. Such
         value shall be as stated on the books of the Company and of
         subsidiaries in the plant, property and equipment accounts and
         construction work in progress account or similar accounts, after
         deduction of reserves for renewals, replacements, and retirements (or
         depreciation) as stated on such books. As used in this Section, the
         term 'subsidiaries' means any corporation of which the Company or one
         or more subsidiaries own or control, directly or indirectly, 50% or
         more of the outstanding shares of capital stock having ordinary voting
         power to elect a majority of the board of directors in such
         corporation.



<PAGE>   99


                                       96

              SECTION 5.25. The Company covenants and agrees that if any parcel
         of land excepted from the lien of the Indenture shall at any time
         become used or useful by or to the Company in connection with its
         business as an electric, gas or water company or as an electric, gas or
         water utility, the same shall thereupon be and become a part of the
         mortgaged and pledged property, subject to the lien of the Indenture,
         and the Company will immediately execute, deliver and cause to be
         recorded a supplemental indenture subjecting the same to the lien of
         the Indenture."

         SECTION 3.13. Reference is hereby made to certain additions to and
amendments of the "Saving and Excepting" clauses of the Original Indenture, as
hereinbefore get forth.

                                   ARTICLE IV.

                   STAMPING AND REVISION OF BONDS OF SERIES A.

         SECTION 4.1. The bonds of Series A now outstanding and all bonds of
Series A hereafter issued shall (unless revised as hereinafter provided) be
stamped or typewritten with a notation as follows:

         "The Indenture dated as of July 1, 1950 referred to in this bond has
         been amended by a First Supplemental Indenture dated as of October 1,
         1951, executed and delivered with the consent of the holders of all of
         the bonds at the time outstanding under the Indenture, providing, inter
         alia, for the amendment of certain provisions of the Indenture and the
         release by the Trustee of certain parcels of land from the lien of the
         Indenture, a copy of which First Supplemental Indenture is on file with
         The National Bank of Commerce in New Orleans, Trustee under the
         Indenture, to which reference is hereby made.

                                                  THE NATIONAL BANK OF COMMERCE
                                                    IN NEW ORLEANS, TRUSTEE."

         All outstanding bonds of Series A, and additional bonds of Series A
prior to their issuance, shall be stamped or typewritten with the above notation
as aforesaid.

         SECTION 4.2. Any bonds of Series A at any time hereafter issued shall,
if the Company so elects or if the holder of such bond so requests in writing,
be in such revised form as may be approved by the Trustee so as to refer to this
First Supplemental Indenture and the amendments of the Original Indenture hereby
effected.



<PAGE>   100


                                       97

                                   ARTICLE V.

                                 MISCELLANEOUS.

         SECTION 5.1. The Company is lawfully seized and possessed of all the
real estate, franchises and other property described or referred to in the
Original Indenture and in this First Supplemental Indenture as presently
mortgaged and pledged thereunder, subject to the exceptions stated therein and
except property which has been released from the lien of the Indenture in
accordance with its terms, and upon the initial issue of bonds of Series B and
of Series C thereunder such real estate, franchises and other property will be
free and clear of any lien prior to or on a parity with the lien of the
Indenture except as set forth in the granting clauses of the Indenture and
except permitted liens as therein defined, and the Company has good right and
lawful authority to mortgage and pledge the same as provided in and by the
Original Indenture and this First Supplemental Indenture.

         SECTION 5.2. As supplemented and amended by this First Supplemental
Indenture, the Original Indenture is in all respects ratified and confirmed and
said Original Indenture and this First Supplemental Indenture shall be read,
taken and construed as one and the same instrument.

         SECTION 5.3. The Trustee assumes no duties, responsibilities or
liabilities by reason of this First Supplemental Indenture, other than as set
forth in the Original Indenture, and this First Supplemental Indenture is
executed and accepted by the Trustee subject to all the terms and conditions of
its acceptance of the trust under the Original Indenture, as fully as if said
terms and conditions were herein set forth at length.

         SECTION 5.4. This First Supplemental Indenture shall be simultaneously
executed in several counterparts and all such counterparts executed and
delivered, each as an original, shall constitute but one and the same
instrument.

         SECTION 5.5. This First Supplemental Indenture has been dated as of
October 1, 1951 solely for convenience in fixing interest periods. The date of
actual execution hereof by each of the parties hereto is the date shown by the
acknowledgment of execution hereof by its officers.



<PAGE>   101


                                       98

         In Witness Whereof, CENTRAL LOUISIANA ELECTRIC COMPANY, INC., has
caused this instrument to be signed in its corporate name by its President or
one of its Vice-Presidents and sealed with the corporate seal attested by its
Secretary or one of its Assistant Secretaries and The National Bank of Commerce
in New Orleans to evidence its acceptance of the trust hereby created has caused
this instrument to be signed in its corporate name by one of its Vice-Presidents
and sealed by its corporate seal attested by one of its Assistant Cashiers, all
as of the day and year first above written.

                                        CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
                                            By
                                                               T. M. HAUER
    [SEAL]                                                       Vice-President.

Attest:
    T. P. STREET
                 Secretary.

    Signed, sealed, acknowledged
and delivered by THE NATIONAL BANK
OF COMMERCE IN NEW ORLEANS in the
presence of:
    H. S. FORD
    J. R. FLAD

                                        THE NATIONAL BANK OF COMMERCE IN NEW
                                                       ORLEANS,
                                            By
                                                          F. C. DOYLE
    [SEAL]                                             Vice-President.

Attest:
    F. PINOGES
          Assistant Cashier.

    Signed, sealed, acknowledged
and delivered by THE NATIONAL
BANK OF COMMERCE
IN NEW ORLEANS, in the presence
of:
    H. S. FORD
    J. R. FLAD



<PAGE>   102


                                       99

STATE OF LOUISIANA
PARISH OF ORLEANS

         BE IT KNOWN, That on this 3rd day of December, 1951, before me the
undersigned, a Notary Public in and for said Parish and State, duly qualified
and commissioned as such, personally appeared T. M. Hauer, a Vice-President and
T. P. Street, the Secretary of Central Louisiana Electric Company, Inc., the
grantor in the foregoing instrument, to me personally known and known to me to
be such officers, respectively, of such Company, and personally known to me to
be the identical persons whose names are subscribed and affixed to the foregoing
instrument as such officers, respectively, and who subscribed the name of the
Company thereto, and in my presence and in the presence of the undersigned
witnesses, of lawful age and domicile, severally acknowledged that the same is
their respective, free and voluntary act and deed as such officers and the free
and voluntary act and deed of said Company for the use's and purposes therein
expressed; and the said persons being each by me duly and severally sworn as
individuals did depose and say that they are such officers, respectively, of
said Company; that they know the seal of said Company; that the seal affixed to
the foregoing instrument was and is such corporate seal; that said seal was so
affixed and said instrument was so signed on behalf of said Company by the order
and authority of the Board of Directors of said Company; and that they signed
their names thereto as such officers, respectively, of said Company by like
authority.

         In Testimony Whereof, the said Appearers have hereunto signed their
names on the day and date first hereinabove written, in the presence of H. S.
Ford and J. R. Flad, witnesses of lawful age and domicile, and of me, said
Notary Public.

Witness:
     H. S. FORD                                   T. M. HAUER
     J. R. FLAD                                             Vice-President.

                                                  T. P. STREET
                                                                Secretary.

                                                  HARRY B. KELLEHER
     [SEAL)                                                  Notary Public.
            My Commission expires at death or on removal from Office.



<PAGE>   103


                                      100

STATE OF LOUISIANA
PARISH OF ORLEANS

         BE IT KNOWN, That on this 3rd day of December, 1951, before me the
undersigned, a Notary Public in and for said Parish and State duly qualified and
commissioned as such, personally appeared F. P. Doyle, the Vice-President, and
F. Pinoges the Assistant Cashier of The National Bank of Commerce in New
Orleans, a national banking association, duly organized and existing under the
laws of the United States of America, Trustee under the foregoing instrument, to
me personally known and known to me to be such officers, respectively, of said
Bank, and personally known to me to be the identical persons whose names are
subscribed and affixed to the foregoing instrument as such officers
respectively, and who subscribed the name of the said Bank thereto, and in my
presence and in the presence of the undersigned witnesses, of lawful age and
domicile, severally acknowledged that the same is their respective, free and
voluntary act and deed as such officers and the free and voluntary act and deed
of said Bank for the uses and purposes therein expressed; and the said persons
being each by me duly and severally sworn as individuals did depose and say that
they are such officers, respectively, of said Bank; that they know the seal of
said Bank; that the seal affixed to the foregoing instrument was and is such
corporate seal; that said seal was so affixed and said instrument was so signed
on behalf of said Bank by the order and authority of the Board of Directors of
said Bank; and that they signed their names thereto as such officers,
respectively, of said Bank by like authority.

         In Testimony Whereof, the said Appearers have hereunto signed their
names on the day and date first hereinabove written, in the presence of H. S.
Ford and J. R. Flad, witnesses of lawful age and domicile, and of me, said
Notary Public.

Witness:
    H. S. FORD                                            F. C. DOYLE
    J. R. FLAD                                                  Vice-President.

                                                          F. PINOGES
                                                              Assistant Cashier.

                                                          HARRY B. KELLEHER
    [SEAL]                                                        Notary Public.
                                               My Commission expires at death.



<PAGE>   104


                                      101


THE STATE OF LOUISIANA,} ss.:
PARISH OF ORLEANS      }

         I, T. P. Street, Secretary of Central Louisiana Electric Company, Inc.,
a Louisiana corporation, do hereby certify that the following is a true and
correct copy of a resolution of the Board of Directors of said corporation,
unanimously adopted at a duly convened meeting of said Board of Directors held
on the 20th day of November, 1951, at which meeting a quorum was present and
acting throughout, as taken by me from the minutes of said meeting and compared
by me with the original of said resolution recorded in said minutes:

         "RESOLVED, that the President or any Vice President, and the Secretary
or any Assistant Secretary, of this Company, be and they hereby are authorized
and directed to make and execute on behalf of this Company, to affix and attach
the corporate seal of this Company to, and to acknowledge on behalf of this
Company and deliver, a supplement dated as of October 1, 1951, to that certain
Indenture of Mortgage dated as of July 1, 1950, executed by the Company to The
National Bank of Commerce in New Orleans, as Trustee, in the form of the First
Supplemental Indenture presented to this meeting, subject to such changes
therein, whether of form or of substance, as may be approved by the officers
executing the same, such approval to be conclusively evidenced by their
execution thereof."

         IN WITNESS WHEREOF, I have hereto set my hand and caused the corporate
seal of said Central Louisiana Electric Company, Inc. to be hereunto affixed,
this 3rd day of December, 1951.

                                                                 T. P. STREET
         [SEAL]                                   Secretary of Central Louisiana
                                                        Electric Company, Inc.



<PAGE>   105

                                      102

         Recording data First Supplemental Indenture of Mortgage of Central
Louisiana Electric Company, Inc. to The National Bank of Commerce in New
Orleans, dated as of October 1, 1951.

AS SHOWN By THE RECORDERS' CERTIFICATES, THE FOREGOING FIRST SUPPLEMENTAL
   INDENTURE OF MORTGAGE IS DULY RECORDED IN THE FOLLOWING PARISHES IN THE STATE
   OF LOUISIANA:

                         Mortgage                            Registry
Parish                     Book              Folio            Number
------                   --------            -----           ---------
Acadia                        103             416              248737
Allen                          38             141              106833
Avoyelles               Special-M             199              141592
Beauregard                     52              59              106707
Calcasieu                     249              59              514592
DeSoto                         54             341              220630
Evangeline                     61             193              134713
Grant                   Special-3             459               14687
Iberia                      A-124             1ll               47704
Lafayette                    N-20               7              269023
Natchitoches                203-A             523              MA-936
Rapides                       330              44              359267
Red River                      40             149               78981
Sabine                         28             165              141767
St. Landry                    153              69              310683
St. Mary                      137             587               59890
St. Martin                     91             123               49208
St. Tammany                    95             313              100643
Vernon                        202             279              187563
Washington                    108            72-A                None
Webster                        83             355              121492