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                                                               EXHIBIT 10(ff)(1)






                          ARKLA, INC. AND SUBSIDIARIES
                             NON-QUALIFIED EXECUTIVE
                             DISABILITY INCOME PLAN








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                                TABLE OF CONTENTS

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                                                                                                               Page
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<S>      <C>                                                                                                    <C>
I.       Definitions..............................................................................................1
         1.1      Definitions.....................................................................................1

II.      Eligibility and Participation............................................................................4
         2.1      Eligibility.....................................................................................4
         2.2      Participation...................................................................................4
         2.3      Obligations of Employee.........................................................................4
         2.4      Loss of Benefits................................................................................5

III.     Benefits Payable on Disability...........................................................................5
         Payment of Benefits......................................................................................5

IV.      Employer Liability.......................................................................................6
         4.1      Non-Contributory................................................................................6
         4.2      Claims Against Company..........................................................................6

V.       Plan Is Not Contract of Employment.......................................................................6

VI.      Amendment or Termination of Plan And Termination of Individual

         Disability Income Agreements.............................................................................7
         6.1      Amendment or Termination of Plan................................................................7
         6.2      Termination of Individual Disability Income Agreements..........................................7
         6.3      Procedures for Amendment or Termination.........................................................7
         6.4      Amendment or Termination After Entitlement......................................................7

VII.     Other Benefits and Agreements............................................................................7

VIII.    Restrictions on Alienation of Benefits...................................................................8

IX.      Administration of the Plan...............................................................................8
         9.1      Administration by Committee.....................................................................8
         9.2      Committee Procedures............................................................................9
         9.3      Administrative Rules and Procedures.............................................................9
         9.4      Reliance on Professionals.......................................................................9
         9.5      Indemnification of Members of Committee.........................................................9
         9.6      Information Furnished by Employer..............................................................10
         9.7      Committee to Determine and Order Distribution of Benefits......................................10

X.       Disputed Claims Procedure...............................................................................10
         10.1     General Provisions.............................................................................10
</TABLE>

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<TABLE>
<S>      <C>                                                                                                    <C>
         10.2     Notice of Claim Denial.........................................................................10
         10.3     Appeal Right...................................................................................11
         10.4     Written Request for Review.....................................................................11
         10.5     Hearing at Discretion of Committee.............................................................12
         10.6     Extensions of Time.............................................................................12
         10.7     Time for Decision on Review....................................................................12
         10.8     Decision on Request for Review.................................................................12

XI.      Miscellaneous...........................................................................................13
         11.1     Notices........................................................................................13
         11.2     Binding Agreement..............................................................................13
         11.3     Use of Pronouns................................................................................13
         11.4     Governing Law..................................................................................13

Signatures...................................................................................................... 14
</TABLE>


                            INDEXED OF TERMS DEFINED

<TABLE>
<CAPTION>
                                                                Subsection

Terms Defined                                                   Section 1.1                                Page
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<S>                                                               <C>                                      <C>
Base Annual Salary                                                    (a)                                    1
Chief Executive Officer                                               (b)                                    2
Committee                                                             (c)                                    2
Company                                                               (d)                                    2
Disability and Disabled                                               (e)                                    2
Employee                                                              (f)                                    2
Employer                                                              (g)                                    2
Individual Plan Agreement                                             (h)                                    3
Participant                                                           (i)                                    3
Plan                                                                  (j)                                    3
Service                                                               (k)                                    3
Termination of Disability                                             (l)                                    3
</TABLE>


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                          ARKLA. INC. AND SUBSIDIARIES
                             NON-QUALIFIED EXECUTIVE
                             DISABILITY INCOME PLAN

                                     Purpose

                  This Executive Disability Income Plan is intended to provide
specific benefits for those key employees of Arkla, Inc. and its subsidiaries
whose efforts have an important bearing upon the success of the business of the
Company, and thereby to provide an additional incentive for such key employees
to promote the success of the business of the Company and to aid the Company in
retaining the services of its competent executives.

                                 I. Definitions

                  1.1 Definitions. The following words and phrases shall have
the meanings stated below unless a different meaning is plainly required by the
context:

                  (a) The term "Base Annual Salary" shall mean a Participant's
         base annual salary in effect at the time of his death, disability or
         retirement, excluding particularly, however, any bonuses, deferred
         compensation paid, stock options, stock appreciation rights, pension,
         thrift plan or employee stock ownership plan contributions or benefits,
         or any other fringe benefit generally afforded executive employees of
         the Employer. The term "Base Annual Salary" shall include however any
         and all amounts of compensation which would have been paid to the
         Participant during the applicable calendar year except for the
         agreement between the Employer and the Participant to defer such amount
         until a subsequent year or years. The term "Base Annual Salary" of a
         Participant shall in no event, however, be less than the larger of the
         Base Annual Salary of a Participant in effect on (i) the date of
         execution of his Individual Plan Agreement, or (ii) December 31st of


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         the year preceding the date of the sale of all or substantially all of
         the assets of the Company, or the date of the merger, consolidation or
         liquidation of the Company, or the date on which any single individual
         or other legal entity becomes the owner of more than five (5%) percent
         of the outstanding shares of the common stock of the Company, as the
         case may be.

                  (b) The term "Chief Executive Officer" shall mean the
         individual so elected and appointed as Chief Executive Officer of the
         Company by its Board of Directors or, if there is no such appointed
         Chief Executive Officer, the term shall refer to the Chairman of the
         Board of the Company.

                  (c) The term "Committee" shall mean the Administrative
         Committee appointed by the Chief Executive Officer which shall manage
         and administer the Plan.

                  (d) The term "Company" shall mean Arkla, Inc. and its
         successor or successors

                  (e) The term "Disability" and "Disabled" shall mean the
         inability of a Participant to perform, as a result of bodily injury or
         disease, the important duties pertaining to his regular position with
         the Company.

                  (f) The term "Employee" shall mean any person who is in the
         regular full time employment of the Company or one of its subsidiaries
         as determined by the personnel rules and practices of the Employer; the
         term does not, however, include persons who are retained as consultants
         or other independent contractors for the Company or one of its
         subsidiaries.


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                  (g) The term "Employer" shall mean the Company and any
         subsidiary of the Company having one or more Employees who have been
         designated as eligible to participate in the Plan or are later so
         designated.

                  (h) The term "Individual Disability Income Agreement" shall
         mean the written agreement which is entered into by and between the
         Company and a Participant substantially in the form of that attached
         hereto as Exhibit A.

                  (i) The term "Participant" shall mean an Employee who was
         designated by the Board of Directors of the Company upon adoption of
         this Plan as eligible to become a Participant or is thereafter selected
         by the Chief Executive Officer, who elects to participate in the Plan
         by signing an Individual Disability Income Agreement to that effect,
         and who otherwise complies with the provisions of this Plan to become a
         Participant. The term shall include any former Employee who was a
         Participant as of the date of his Disability.

                  (j) The term "Plan" shall mean the Arkla, Inc. and
         Subsidiaries Executive Disability Income Plan as set forth in this
         document and as it may hereafter be amended from time to time.

                  (k) The term "Service" shall mean that period of an Employee's
         employment with the Employer or with any predecessor business of the
         Employer beginning on the Employee's last date of hire and ending on
         the date of his Disability provided, however, such period shall not
         include any periods of time during which the Employee was previously
         Disabled or was on an Authorized Leave of Absence. An Employee may work
         simultaneously for more than one Employer, but the total period of his
         Service shall not be increased by reason of such simultaneous
         employment.


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                  (l) The term "Termination of Disability" shall mean the
         cessation of the previously incurred condition of Disability to the
         extent that a Participant is again capable of performing all or a
         substantial part of the duties pertaining to his regular position with
         the Company.

                       II. Eligibility and Participation

                  2.1 Eligibility. Upon adoption of this Plan the Board of
Directors of the Company shall specify each executive who shall be eligible to
become a Participant; thereafter the Chief Executive Officer shall have the sole
discretion to determine the Employees who are eligible to become Participants in
accordance with the purpose of the Plan.

                  2.2 Participation. As a condition of participation, each
Participant so selected shall complete, execute and return to the Committee an
Individual Disability Income Agreement substantially in the form attached hereto
as Exhibit A and shall comply with such further conditions as may be established
from time to time by, and in the sole discretion of, the Committee.

                  2.3 Obligations of Employee. The Employer may require as a
condition of becoming or continuing as a Participant, including as a condition
of continuing to receive the benefits provided by this Plan, that an Employee
furnish such information and do such acts as the Employer may reasonably request
or require, including but not limited to, furnishing the physical examination
reports of any previous employer, furnishing all pertinent financial information
regarding the Participant's compensation, taking such additional physical
examinations as may be requested, and doing any other act which may reasonably
be requested by the Employer. If a Participant does not complete any of the
foregoing requirements within a reasonable period of time as determined by the
Committee, the Employer shall have no further obligation to the


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Participant under the Plan except as to any benefits previously distributed on
account of his Disability.

                  2.4 Loss of Benefits. If an indictment or bill of information
is filed in any court of the United States or of any state, charging a
Participant with the commission of any felony while in the active Service of the
Employer, his participation in the Plan shall be immediately suspended and no
benefits shall be distributed pending final resolution of the felony charge or
charges against him. If the indictment or bill of information is subsequently
dismissed or, after a trial he is acquitted on all charges, the Participant
shall be entitled to any benefits accrued during such period of suspension, if
any. If, after all legal appeals have been exhausted, the Participant stands
convicted of such felony, all benefits otherwise accruing to him under the Plan
shall be canceled as if he had never been a Participant in the Plan.

                      III. Benefits Payable on Disability

                  Payment of Benefits. Provided the Plan and the Individual
Disability Income Agreement with a particular Participant have remained in full
force and effect, on the first day of the month coincident with or next
following the date six months following the date on which a Participant became
Disabled, the Employer will pay or cause to be paid to such Participant an
amount equal to one-twelfth (1/12) of such Participant's Base Annual Salary in
effect on the date of his Disability. Such similar amount shall be paid to the
Participant on the first day of each succeeding month until his Termination of
Disability occurs or he attains age sixty-five (65), whichever first occurs.


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                             IV. Employer Liability

                  4.1 Non-Contributory. No Participant shall be required, or
permitted, to contribute to the cost of the benefits afforded by this Plan and
all amounts payable to a Participant shall be paid exclusively from the general
assets of the Employer.

                  4.2 Claims Against Company. No person entitled to any payment
shall have any claim, right, security or other interest in any asset of the
Employer or the Company. The Company's liability for the payment of benefits
shall be evidenced only by this Plan and each Individual Disability Income
Agreement entered into between the Company and a Participant.

                     V. Plan Is Not Contract of Employment

                  Neither the Plan nor the Individual Disability Income
Agreements, either singularly or collectively, obligates the Employer to
continue the employment of any Participant or limits the right of the Employer
at any time and for any reason to terminate a Participant's employment.
Termination of a Participant's employment with the Employer for any reason,
whether by action of the Employer, or by the Participant voluntarily prior to
eligibility to receive any benefits pursuant to the Plan, shall immediately
terminate the Participant's participation in the Plan and all obligations of
either Party to the other. In no event shall the Plan or the Individual
Disability Income Agreements, either singularly or collectively, by their terms
or implications constitute an employment contract of any nature whatsoever
between the Employer and a Participant.


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             VI. Amendment or Termination of Plan And Termination of
                    Individual Disability Income Agreements

                  6.1 Amendment or Termination of Plan. The Company reserves the
right to amend or terminate this Plan at any time; such termination shall not,
however, have any effect upon any Participant who was disabled at the time of
such termination.

                  6.2 Termination of Individual Disability Income Agreements. To
the extent permitted by law, the Company reserves the right to terminate the
Individual Disability Income Agreement of any Participant; such termination
shall not, however, have any effect upon any Participant who was Disabled at the
time of such termination.

                  6.3 Procedures for Amendment or Termination. The right to
amend the Plan or terminate any Individual Disability Income Agreement shall be
exercised for the Company by the Committee, provided, however, any amendment
which would increase the benefits hereunder shall only be effective upon
approval of the Board of Directors of the Company. The right to terminate the
Plan shall be at the sole discretion of the Board of Directors of' the Company.
No action to amend or terminate the Plan or terminate any Individual Disability
Income Agreement shall be taken except upon written notice to each Participant
to be affected thereby not less than thirty (30) days prior to such action.

                  6.4 Amendment or Termination After Entitlement. No action
shall be taken to amend or terminate the Plan or any Individual Disability
Income Agreement with respect to a Participant after the inception of the
Disability of a Participant.

                       VII. Other Benefits and Agreements

                  The benefits provided for a Participant under this Plan are in
addition to any other benefits available to such Participant under any other
plan or program for employees of the


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Employer and the Plan shall supplement and shall not supersede, modify or amend
any other such plan or program except as may otherwise be expressly provided.
Benefits under this Plan shall not be considered compensation for the purpose of
computing contributions or benefits under any plan maintained by the Employer
which is qualified under Section 401(a) and 501(a), Internal Revenue Code of
1954, as amended.

                  VIII. Restrictions on Alienation of Benefits

                  No right or benefit under the Plan or an Individual Disability
Income Agreement shall be subject to anticipation, alienation, sale, assignment,
pledge, encumbrance or exchange, and any attempt to anticipate, alienate, sell,
assign, pledge, encumber or exchange the same shall be void. No right or benefit
hereunder shall in any manner be liable for or subject to the debts, contract,
liabilities, or torts of the person entitled to such benefit.

                         IX. Administration of the Plan

                  9.1 Administration by Committee. The general administration of
this Plan, as well as construction and interpretation thereof, shall be vested
in the Committee, the members of which shall be designated and appointed from
time to time by, and shall serve at the pleasure of, the Chief Executive Officer
of the Company. The Committee shall consist of four members. three of whom shall
be voting members and the fourth a non-voting secretary. Two of the voting
members shall be officers of the Company and the third shall be the manager of
the Employee Benefits Section of the Company. Any member of the Committee may
resign by notice in writing filed with the Secretary of the Committee. Vacancies
shall be filled promptly by the Chief Executive Officer of the Company. Each
person appointed a member of the Committee shall signify acceptance by filing a
written acceptance with the Secretary of the Committee. The Chief Executive
Officer shall designate one of the members of the Committee as Chairman.


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                  9.2 Committee Procedures. The Secretary shall keep minutes of
the proceedings of the Committee and all data, records and documents relating to
the administration of the Plan by the Committee. The Committee may appoint from
its number such subcommittees with such powers as the Committee shall determine
and may authorize one or more members of the Committee or any agent to execute
or deliver any instrument or make any payment on behalf of the Committee. All
resolutions or other actions taken by the Committee shall be by the vote of a
majority of those voting members present at a meeting at which a majority of the
voting members are present, or in writing by all the members in office at the
time if they act without a meeting.

                  9.3 Administrative Rules and Procedures. Subject to the Plan,
the Committee shall from time to time establish rules, forms and procedures for
the administration of the Plan. Except as otherwise herein expressly provided,
the Committee shall have the exclusive right to interpret the Plan and to decide
any and all matters arising thereunder or in connection with the administration
of the Plan. Such decisions, actions and records of the Committee, subject to
the review of the Chief Executive Officer, shall be conclusive and binding upon
the Employer and all persons having or claiming to have any right or interest in
or under the Plan.

                  9.4 Reliance on Professionals. The members of the Committee
and the officers and directors of the Employer shall be entitled to rely on all
certificates, reports and opinions made by any duly appointed professional,
including accountants, physicians and legal counsel, which legal counsel may be
counsel for the Employer.

                  9.5 Indemnification of Members of Committee. No member of the
Committee shall be liable for any act or omission of any other member of the
Committee, nor for any act or omission on his or her own part, excepting his or
her own willful misconduct. The Company


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shall indemnify and save harmless each member of the Committee against any and
all expenses and liabilities arising out of his or her membership on the
Committee, excepting only expenses and liabilities arising out of his or her own
willful misconduct. Expenses against which a member of the Committee shall be
indemnified hereunder shall include, without limitation, the amount of any
settlement or judgment, costs, counsel fees and related charges reasonably
incurred in connection with a claim asserted or a proceeding brought or
settlement thereof. The foregoing right of indemnification shall be in addition
to any other rights to which any such member may be entitled as a matter of law
or otherwise.

                  9.6 Information Furnished by Employer. To enable the Committee
to perform its functions, the Employer shall supply full and timely information
to the Committee on all matters relating to the compensation of all Participants
and their Disability, and such other pertinent facts as the Committee may
require.

                  9.7 Committee to Determine and Order Distribution of Benefits.
In addition to the powers hereinabove specified, the Committee shall have the
power to compute and certify under the Plan the amount and kind of benefits from
time to time distributable to the Participants and to authorize all
disbursements for such purposes.

                          X. Disputed Claims Procedure

                  10.1 General Provisions. The claims procedure under this Plan
shall allow a Participant a reasonable opportunity to appeal a denied claim and
to obtain a full and fair review of that decision from the Committee.

                  10.2 Notice of Claim Denial. The Committee shall provide a
written notice to every Participant who is denied a claim for benefits under
this Plan. The notice shall set forth the following information:


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                  (a) The specific reasons for the denial;

                  (b) The specific reference to pertinent Plan provisions on
         which the denial is based;

                  (c) A description of any additional material or information
         necessary for the Participant to perfect the claim and an explanation
         of why such material or information is necessary; and

                  (d) Appropriate information and explanation of the claims
         procedure under this Plan to permit the Participant to submit his claim
         for review. All such information shall be set forth in the notice in a
         manner reasonably calculated to be understood by the Participant.

                  10.3 Appeal Right. The Participant whose claim has been denied
shall have the following rights under this appeal procedure:

                  (a) To request a review upon written application to the
         Committee;

                  (b) To review pertinent documents with regard to the Plan;

                  (c) To submit issues and comments in writing;

                  (d) To request an extension of time to make a written
         submission of issues and comments; and

                  (e) To request that a hearing be held to consider the appeal.

                  10.4 Written Request for Review. The Participant shall
exercise his right of appeal by submitting a written request for a review of the
denied claim to the Committee. This written request for review must be submitted
to the Committee within sixty (60) days after receipt by the Participant of the
written notice of denial.


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                  10.5 Hearing at Discretion of Committee. The decision to hold
a hearing to consider the Participant's appeal of the denied claim shall be
within the sole discretion of the Committee, whether or not the Participant
requests such a hearing.

                  10.6 Extensions of Time. If an extension of time is necessary
in order to hold a hearing, the Committee shall give the Participant written
notice of the extension of time and of the hearing. This notice shall be given
prior to any extension. The written notice of extension shall indicate that an
extension of time will occur in order to hold a hearing on the appeal. The
notice shall also specify the place, date, and time of that hearing and give the
Participant the opportunity to participate in the hearing. It may also include
any other information the Committee believes may be important or useful to the
Participant in connection with the appeal.

                  10.7 Time for Decision on Review. The decision on the review
of the denied claim shall promptly be made by the Committee and must be made:

                  (a) Within sixty (60) days after the receipt of the request
         for review if no hearing is held; or

                  (b) Within one hundred twenty (120) days after the receipt of
         the request for review, if an extension of time is necessary in order
         to hold a hearing.

                  10.8 Decision on Request for Review. The Committee's decision
on review shall be made in writing and provided to the Participant within the
specified time periods in Section 10.7. This written decision on review shall
contain the following information:

                  (a) The decision;

                  (b) The reasons for the decision; and

                  (c) Specific references to provisions of the Plan or the
         Individual Disability Income Agreement on which the decision is based.


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All of this information shall be written in a manner reasonably calculated to be
understood by the Participant.

                               XI. Miscellaneous

                  11.1 Notices. Any notice which shall or may be given under the
Plan or the Individual Disability Income Agreements shall be in writing and
shall be mailed by United States mail, postage prepaid. If notice is to be given
to the Employer, such notice shall be addressed to the Employer at:

                       Arkla, Inc.
                       Post Office Box 21734
                       Shreveport, Louisiana 71151

marked for the attention of the Manager, Employee Benefits Section; or, if
notice to a Participant, addressed to the address shown on such Participant's
Individual Disability Income Agreement. Any party may change the address to
which notices shall be mailed from time to time by giving written notice of such
new address.

                  11.2 Binding Agreement. Subject to the provisions of Section
VI of the Plan and Paragraphs 2 and 3 of the Individual Disability Income
Agreements, the Plan shall be binding upon the Employer and its respective
successors or assigns, including but not limited to a corporation which may
acquire all or substantially all of the Company assets and business or with or
into which the Company may be consolidated or merged, and upon a Participant,
his assigns, heirs, executors and administrators.

                  11.3 Use of Pronouns. Masculine pronouns wherever used shall
include feminine pronouns and the singular shall include the plural.

                  11.4 Governing Law. This Plan shall be governed by the laws of
the State of Louisiana.


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                  IN WITNESS WHEREOF, Arkla, Inc. has caused this instrument to
be executed by its duly authorized officers on this 16th day of September, 1983,
effective as of August 1, 1983.


ATTEST:                              ARKLA, INC.

    /s/ B. D. KLINE                  By   /s/ E. SHEFFIELD NELSON
------------------------------         ---------------------------------
        B. D. Kline                           E. Sheffield Nelson
        Secretary                       President, Chairman of the Board
                                          and Chief Executive Officer


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