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                                                                  EXHIBIT 10(gg)


                          ARKLA, INC. AND SUBSIDIARIES

                        NON-QUALIFIED UNFUNDED EXECUTIVE

                       SUPPLEMENTAL INCOME RETIREMENT PLAN



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                               TABLE OF CONTENTS

                                                                           Page

       Purpose................................................................1

I.     Definitions............................................................1
       1.1      Definitions...................................................1

II.    Eligibility and Participation..........................................5
       2.1      Eligibility...................................................5
       2.2      Participation.................................................5
       2.3      Obligations of Employee.......................................5
       2.4      Loss of Benefits..............................................6

III.   Benefits Payable on Retirement or Termination of Employment............6
       3.1      Payment of Benefits...........................................6
       3.2      Normal Retirement.............................................6
       3.3      Early Retirement..............................................7
       3.4      Termination of Employment.....................................7
       3.5      Continuation of Benefits on Death.............................7

IV.    Death Benefit..........................................................8
       4.1      Payment of Death Benefits.....................................8
       4.2      Death Prior to Retirement.....................................8
       4.3      Death Following Participant's Termination for Disability......8
       4.4      Denial of Death Benefits......................................9

V.     Participant's Supplemental Retirement or Termination Benefits Account..9
       5.1      Establishment of Account......................................9
       5.2      Ownership and Control of Amounts Credited to the Account......9
       5.3      Increase to Account..........................................10
       5.4      Charges Against Account......................................10

VI.    Distributions From The Account........................................10
       6.1      General Provisions...........................................10
       6.2      Amount Distributable.........................................11
       6.3      Prepayment...................................................11

VII.   Designated Beneficiary................................................12
       7.1      Designation of Beneficiary...................................12
       7.2      Change of Beneficiary........................................12
       7.3      Payment to Beneficiary.......................................12

VIII.  Employer Liability....................................................12
       8.1      Non-Contributory.............................................12
       8.2      Claims Against Company.......................................12


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IX.    Plan Is Not Contract of Employment....................................13

X.     Modification of Individual Plan Agreements............................13
       10.1     Change of Distribution Commencement Date.....................13
       10.2     Change of Distribution Upon Hardship.........................13

XI.    Amendment or Termination of Plan And Termination of Individual
           Plan Agreements...................................................14
       11.1     Amendment or Termination of Plan.............................14
       11.2     Termination of Individual Plan Agreements....................14
       11.3     Procedures for Amendment or Termination......................14
       11.4     Amendment or Termination After Entitlement...................15

XII.   Other Benefits and Agreements.........................................15

XIII.  Restrictions on Alienation of Benefits................................15

XIV.   Administration of the Plan............................................15
       14.1     Administration by Committee..................................15
       14.2     Committee Procedures.........................................16
       14.3     Administrative Rules and Procedures..........................16
       14.4     Reliance on Professionals....................................17
       14.5     Indemnification of Members of Committee......................17
       14.6     Information furnished by Employer............................17
       14.7     Committee to Determine and Order Distribution of Benefits....17

XV.    Disputed Claims Procedure.............................................18
       15.1     General Provisions...........................................18
       15.2     Notice of Claim Denial.......................................18
       15.3     Appeal Rights................................................18
       15.4     Written Request for Review...................................19
       15.5     Hearing at Discretion of Committee...........................19
       15.6     Extensions of Time...........................................19
       15.7     Time for Decision on Review..................................19
       15.8     Decision on Request for Review...............................20

XVI.   Miscellaneous.........................................................20
       16.1     Notices......................................................20
       16.2     Binding Agreement............................................20
       16.3     Use of Pronouns..............................................21
       16.4     Governing Law................................................21

       Signatures............................................................21

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                                              INDEX OF TERMS DEFINED


                                                    Subsection of
Terms Defined                                        Section 1.1          Page

Authorized Leave of Absence                              (a)                1
Base Annual Salary                                       (b)                1
Beneficiary                                              (c)                2
Chief Executive Officer                                  (d)                2
Committee                                                (e)                2
Company                                                  (f)                2
Death Benefit                                            (g)                3
Disability and Disabled                                  (h)                3
Early Retirement Date                                    (i)                3
Employee                                                 (j)                3
Employer                                                 (k)                3
Individual Plan Agreement                                (l)                3
Long-Term Debt Obligations                               (m)                3
Normal Retirement Date                                   (n)                4
Participant                                              (o)                4
Plan                                                     (p)                4
Retirement and Retire                                    (q)                4
Service                                                  (r)                4
Supplemental Retirement Benefit                          (s)                4
Supplemental Termination Benefit                         (t)                5
Termination of Employment                                (u)                5

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                          ARKLA, INC. AND SUBSIDIARIES

                        NON-QUALIFIED UNFUNDED EXECUTIVE

                       SUPPLEMENTAL INCOME RETIREMENT PLAN

                                     PURPOSE

         This Executive Supplemental Income Retirement 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 "Authorized Leave of Absence" shall mean absence
from the active employment of the Employer by reason of an approved absence
because of accident, illness, voluntary military service, the demands of urgent
personal affairs or for the purpose of improving professional competence or
standing, holding public office or engaging in civic affairs.

                  (b) 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


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         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 (ii) the date of execution of his Individual
         Plan Agreement, or (ii) December 31st of 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.

                  (c) The term "Beneficiary" shall mean the person or persons,
         designated by a Participant, or the estate of a Participant, to receive
         any benefits under this Plan upon the death of a Participant and may be
         an individual, estate, trust, partnership, corporation or other legal
         entity.

                  (d) 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.

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

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

                  (g) The term "Death Benefit" shall mean the benefits payable
         under the provisions of this Plan to the Beneficiary of a Participant
         who dies prior to Retirement or Termination of Employment, which
         benefits shall be in addition to any other benefits due the

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         Beneficiaries of a deceased Participant by virtue of such Participant's
         employment with the Employer.


                  (h) 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.

                  (i) The term "Early Retirement Date" shall mean the first day
         of the month coincident with or next following the date on which the
         Participant attains age fifty-five (55).

                  (j) 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.

                  (k) 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.

                  (l) The term "Individual Plan 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.

                  (m) The term "Long-Term Debt Obligations" shall mean those
         unconditional obligations of the Company or any subsidiary which have a
         maturity date of one year or more from December 31 of the year for
         which the classification of such debt is made.

                  (n) The term "Normal Retirement Date" shall mean the first day
         of the month coincident with or next following the date on which the
         Participant attains age sixty-five (65).

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                  (o) 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 Plan 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 Retirement, Termination of Employment
         or Disability until all distributions of his Account balance are made.

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

                  (q) The terms "Retirement" and "Retire" shall mean the
         discontinuance of the employment relationship between the Employer and
         a Participant, for reasons other than his Disability, after the
         Participant has attained a minimum of ten (10) years of Service and
         after the attainment of fifty-five (55) years of age.

                  (r) 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
         thc date of his Retirement or Termination of Employment, provided,
         however, such period shall not include any periods of time during which
         the Employee was 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.

                  (s) The term "Supplemental Retirement Benefit" shall mean the
         benefits payable on Retirement to a Participant under the provisions of
         this Plan, which benefits shall be


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in addition to any other benefits due the Participant by virtue of his
employment with the Employer.


                  (t) The term "Supplemental Termination Benefit" shall mean the
benefits payable on Termination of Employment to a Participant under the
provisions of this Plan, which benefits shall be in addition to any other
benefits due the Participant by virtue of his employment with the Employer.

                  (u) The term "Termination of Employment" shall mean
discontinuance of the employment relationship between the Employer and a
Participant, for reasons other than his Disability, after the Participant has
attained a minimum ten (10) years of Service and prior to the Participant's
Early Retirement Date.

                       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 Plan
Agreement substantially in the form attached hereto is 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 that an Employee furnish such
information as the Employer may require, including but not limited to the
physical examination reports of any previous employer, taking such additional
physical examinations as may be requested, and doing any other act which

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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
Participant under the Plan except as to any benefits to which such Participant
became entitled prior to receipt of notification from the Committee.

         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 prior to or during his 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 Retirement
                          or Termination of Employment

         3.1 Payment of Benefits. Provided the Plan and the Individual Plan
Agreement with a particular Participant have remained in full force and effect,
the Employer will pay or cause to be paid to such Participant upon his
Retirement or Termination of Employment a Supplemental Retirement Benefit or a
Supplemental Termination Benefit, as the case may be, as specified hereinafter
and on the dates, in the amounts and in the manner determined pursuant to this
Plan.

         3.2 Normal Retirement. A Participant who Retires on or after his Normal
Retirement Date shall be entitled to a Supplemental Retirement Benefit which is
equal in amount to five (5) times his Base Annual Salary. A Participant who
becomes Disabled prior to his Normal Retirement Date shall, upon attaining his
Normal Retirement Date, be entitled to a Supplemental


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Retirement Benefit which is equal in amount to five (5) times his Base Annual
Salary as in effect on the date of his Disability.

         3.3 Early Retirement. A Participant who Retires on or after his Early
Retirement Date but before his Normal Retirement Date shall be entitled to a
Supplemental Retirement Benefit which is equal in amount to five (5) times his
Base Annual Salary multiplied by the percentage determined in the following
sentence. If the Participant retires on his Early Retirement Date, then the
percentage specified in the preceding sentence shall be eighty (80%) percent
and, for each full year in which such Participant remains an Employee beyond his
Early Retirement Date, such percentage shall be increased by two (2%) percent
(i.e. 82% at age 56, 84% at age 57, 86% at age 58, etc.).

         3.4 Termination of Employment. A Participant who shall incur a
Termination of Employment prior to his Early Retirement Date shall be entitled
to a Supplemental Termination Benefit which is equal in amount to eighty (80%)
percent of five (5) times his Base Annual Salary.

         3.5 Continuation of Benefits on Death. If a Participant dies after his
Retirement or Termination of Employment, but prior to the commencement of
distributions from his Account, then the distributions from the Account shall
not commence on the date specified by the Participant in Paragraph 2 of his
Individual Plan Agreement, but rather, distributions shall commence on the first
day of a month not more than six months following the date of such Participant's
death and shall continue on each anniversary thereof for the total number of
distributions specified by the Participant in Paragraph 3 of his Individual Plan
Agreement. The Beneficiary of a Participant who dies after his Retirement or
Termination of Employment, but before the entire balance of his Account has been
distributed, shall assume the place of the

                                      -7-
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Participant as to the remaining distributions to be made and the benefits
payable hereunder shall continue until the entire balance of the Participant's
Account has been distributed.

                               IV. Death Benefit

         4.1 Payment of Death Benefits. Provided the Plan and the Individual
Plan Agreement with a deceased Participant shall have remained in full in force
and effect, the Employer will pay, or cause to be paid, to such Participant's
Beneficiary, a benefit in the amount determined under Section 4.2 or 4.3, as the
case may be. The amount of such benefit shall be distributed to the Beneficiary
beginning on the first day of a month not more than six months following the
date of such Participant's death and shall continue on each anniversary thereof
for a total of fifteen (15) annual distributions. The amount of each such
distribution shall be determined pursuant to Section 6.3.

         4.2 Death Prior to Retirement. The Beneficiary of a Participant who
dies prior to his Retirement or Termination of Employment shall be entitled to a
Death Benefit which is equal in amount to five (5) times such Participant's Base
Annual Salary.

         4.3 Death Following Participant's Termination for Disability. The
Beneficiary of a Participant who dies following the discontinuance of the
employment relationship between the Employer and that Participant as a result of
his Disability, shall be entitled to a Death Benefit determined as follows:

                  (a) If such Participant had ten (10) or more years of Service
prior to his Disability, the Death Benefit shall be in an amount equal to five
(5) times his Base Annual Salary in effect as of the inception of his
Disability.

                  (b) If such Participant had less than ten (10) years of
Service prior to his Disability, the Death Benefit shall be in an amount equal
to five (5) times his Base Annual Salary


                                      -8-
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in effect as of the inception of his Disability multiplied by ten (10%) percent
for each full year of Service credited to the Participant.

         4.4 Denial of Death Benefits. The Beneficiaries of a Participant who
dies after his Retirement or Termination of Employment shall not be entitled to
any benefits under this Section, but shall only be entitled to those benefits,
if any, payable under Section 3.5 above.

    V. Participant's Supplemental Retirement or Termination Benefits Account

         5.1 Establishment of Account. Upon the Retirement, Termination of
Employment or death of a Participant, the Employer shall establish an Account
for such Participant, or his Beneficiary. The Account shall be solely a record
keeping account and shall be used solely for the purpose of determining the
amount which will ultimately be due to the Participant or his Beneficiary; no
funds shall ever be segregated for such Account. The Account shall be credited
with an amount equal to the amount of the Supplemental Retirement Benefit
determined pursuant to Section 3.2 or 3.3, or the amount of the Supplemental
Termination Benefit determined pursuant to Section 3.4, or the amount of the
Death Benefit determined pursuant to Section 4.2 or 4.3, as the case may be. The
Account shall be credited with such amount as of the date of Retirement,
Termination of Employment, or death of the Participant, or his Normal Retirement
Date if Disabled, as the case may be.

         5.2 Ownership and Control of Amounts Credited to the Account. The
Employer shall exercise sole and exclusive control over the Account; all sums
credited thereto and any assets represented by such credits, shall at all times
remain the unrestricted property of the Employer, subject to the claims of its
general creditors, and shall at all times be available for the Employer's use
for whatever purpose it desires. There shall never be any segregation of any
assets for any Account whatsoever.


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         5.3 Increase to Account. On the first day of the quarter next following
the establishment of an Account, and on each January 1, April 1, July 1 and
October 1 thereafter, the Account balance shall be increased by the amount
determined hereunder, such that the Account balance is compounded on a quarterly
basis at the applicable rate. Prior to the date an which a distribution of any
portion of the Account commences to a Participant or his Beneficiary, the
Employer shall credit the Participant's Account with an amount determined by
multiplying the balance of the Account by one-fourth (1/4) of the weighted
average rate of interest applicable to the Company's Long-Term Debt Obligations
outstanding as of December 31 of the year preceding the year for which the
Account is to be credited, taking into consideration the interval of time since
the Account was established or since the last increase was made to the Account
pursuant to this paragraph. On and after the date on which a distribution to a
Participant has commenced or the date of the Participant's death, the Employer
shall credit the Participant's Account with an amount similarly determined under
the preceding sentence, except that the full weighted average rate of interest
applicable to the Company's Long-Term Debt Obligations shall be used rather than
one-fourth (1/4) of such rate.

         5.4 Charges Against Account. The Employer shall charge the Account with
all amounts actually distributed to the Participant or his Beneficiary pursuant
to Section VI of this Plan.

                       VI. Distributions From The Account

         6.1 General Provisions. The Employer, and solely the Employer, shall
make an annual distribution to the Participant or his Beneficiary, on the dates
specified in Section 4.1 if the distribution results from the Participant's
death or as elected by the Participant in his Individual Plan Agreement;
however, the initial date for such distribution shall be no earlier than


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the Participant's Early Retirement Date in the event his benefit is payable on
account of his Early Retirement or Termination of Employment, or, in the event
his benefit is payable on account of his Normal Retirement, no earlier than the
Participant's Normal Retirement Date.

         6.2 Amount Distributable. On each distribution date, the amount to be
distributed shall be determined so as to provide substantially uniform annual
distributions over the period specified by the Participant in his Individual
Plan Agreement, or the fifteen (15) year period specified in Section 4.1 if the
distributions result from the Participant's death, based upon the assumption
that the weighted average rate of interest applicable to the Company's Long-Term
Debt Obligations for the year preceding a distribution will be the same rate for
the remainder of the period of distribution. Specifically, the amount of each
annual distribution shall be determined by multiplying the balance of the
Account as of the distribution date by the "Annuity Factor" as specified below:


         where,

         w   =    The Company's weighted average rate of interest applicable
                  to the Company's Long-Term Debt Obligation as of December 31
                  of the year preceding the distribution date;

                            4
         i   =    [(1 + w/4)  - 1]; which is "w" adjusted to reflect such rate
                  of interest compounded on a quarterly basis; and

         n   =    The number of annual distributions remaining to be made to
                  the Participant or his Beneficiary, including the payment due
                  as of such distribution date.

         6.3 Prepayment. The Company shall have no right to prepay any amount
due hereunder and a Participant shall have the right to refuse to accept any
such prepayment tendered.


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                          VII. Designated Beneficiary

         7.1 Designation of Beneficiary. A Participant shall designate his or
her Beneficiary and Alternate Beneficiaries by completing Paragraphs 4 and 5 of
the Individual Plan Agreement. If more than one Beneficiary is named, the shares
or proportion of each shall be indicated.

         7.2 Change of Beneficiary. A Participant shall have the right to
unilaterally change the Beneficiary designated by him by submitting to the
Committee in writing a change of beneficiary request in the form prescribed by
the Committee. No change of beneficiary shall be effective until acknowledged in
writing by the Employer.

         7.3 Payment to Beneficiary. If the Employer has any doubt as to the
proper Beneficiary to receive payments pursuant to this Plan, it shall have the
right to withhold such payments until the matter is finally adjudicated. Any
distribution made by the Employer in accordance with this Plan in good faith
shall fully discharge the Employer from all further obligations with respect to
such Participant or his Beneficiaries.

                            VIII. Employer Liability


         8.1 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 or his Beneficiary shall be paid exclusively from the
general assets of the Employer.

         8.2 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 Plan Agreement entered into
between the Company and a Participant.


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<PAGE>

                     IX. Plan Is Not Contract of Employment

         Neither the Plan nor the Individual Plan 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. In no event shall the Plan or the
Individual Plan Agreements, either singularly or collectively, by their terms or
implications constitute an employment contract of any nature whatsoever between
the Employer and a Participant.


                 X. Modification of Individual Plan Agreements

         10.1 Change of Distribution Commencement Date. Before distributions
have commenced, and not later than six months prior to the date initially
designated in Paragraph 2 of the Participant's Individual Plan Agreement as the
date for inception of distributions, a Participant may amend Paragraph 2 and
Paragraph 3 of his Individual Plan Agreement one time, and one time only, either
with regard to the date of initial distribution date (Paragraph 2) or the
duration of distributions (Paragraph 3).

         10.2 Change of Distribution Upon Hardship. Following the inception of
distributions, a Participant or Beneficiary of a Participant who has initially
elected more than ten (10) annual installments in Paragraph 3 of his Individual
Plan Agreement may, for reasons of financial hardship and with the consent of
the Committee, modify Paragraph 3 of his Individual Plan Agreement regarding the
duration of distributions one time, and one time only, provided however, that
the number of annual distributions, including all distributions previously made,
shall not be less than ten (10). For this purpose, financial hardship is defined
as inability to meet ongoing current obligations or the arising of a binding
legal obligation not budgeted for in customary and usual personal financial
planning.


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<PAGE>

                    XI. Amendment or Termination of Plan And
                    Termination of Individual Plan Agreements

         11.1 Amendment or Termination of Plan. The Company, by action of its
Board of Directors, reserves the right to amend or terminate this Plan at any
time. The termination of the Plan, pursuant to this section, shall be deemed to
constitute the Termination of each Individual Plan Agreement pursuant to Section
11.2, with the rights afforded to the Participants and their Beneficiaries
determined thereunder.

         11.2 Termination of Individual Plan Agreements. To the extent permitted
by law, the Company reserves the right to terminate the Individual Plan
Agreement of any Participant. If such Termination is after the Employee has
attained ten (10) years of Service or has become Disabled, then for purposes of
the Plan the Employee shall be deemed to have incurred a Termination of
Employment if he is less than fifty-five (55) years of age upon such
termination, or to have Retired if he is fifty-five (55) years of age or older
on such date, with such Termination of Employment or Retirement being deemed to
have occurred on the date of termination of his Individual Plan Agreement.

         11.3 Procedures for Amendment or Termination. The right to amend the
Plan or terminate any Individual Plan 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 Plan 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.


                                      -14-
<PAGE>

         11.4 Amendment or Termination After Entitlement. No action shall be
taken to amend or terminate the Plan or any Individual Plan Agreement with
respect to a Participant or Participant's Beneficiary after entitlement to any
benefits pursuant to Section III or Section IV of this Plan has occurred.

                       XII. Other Benefits and Agreements

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

                  XIII. Restrictions on Alienation of Benefits

         No right or benefit under the Plan or an Individual Plan 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.

                        XIV. Administration of the Plan

         14.1 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


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<PAGE>

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.

         14.2 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.

         14.3 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 its 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.


                                      -16-
<PAGE>

         14.4 Reliance on Professionals. The members of the Committee and the
officers and directors of the Employer shall be entitled to rely on all
certificates and reports made by any duly appointed accountants and on all
opinions given by any duly appointed legal counsel. Such legal counsel may be
counsel for the Employer.

         14.5 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 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.

         14.6 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,
their retirement, death or other cause for termination of employment, and such
other pertinent facts as the Committee may require.

         14.7 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 their Beneficiaries and to
authorize all disbursements for such purposes.


                                      -17-
<PAGE>

                         XV. Disputed Claims Procedure

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

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

         (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 or Beneficiary 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 or Beneficiary 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 or Beneficiary.

         15.3 Appeal Rights. The Participant or Beneficiary 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


                                      -18-
<PAGE>

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

         15.4 Written Request for Review. The Participant or Beneficiary 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 or
Beneficiary of the written notice of denial.

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

         15.6 Extensions of Time. If an extension of time is necessary in order
to hold a hearing, the Committee shall give the Participant or Beneficiary
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 or Beneficiary 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 or Beneficiary in connection with the appeal.

         15.7 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.

                                      -19-
<PAGE>


         15.8 Decision on Request for Review. The Committee's decision on review
shall be made in writing and provided to the Participant or Beneficiary within
the specified time periods in Section 15.7. 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 Plan Agreement on which the decision is based.

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

                               XVI. Miscellaneous

         16.1 Notices. Any notice which shall or may be given under the Plan or
the Individual Plan 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 Plan 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.

         16.2 Binding Agreement. Subject to the provisions of Section XI of the
Plan and Paragraphs 5 and 6 of the Individual Plan 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


                                      -20-
<PAGE>

which the Company may be consolidated or merged, and upon a Participant, his
Beneficiary, assigns, heirs, executors and administrators.

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

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

         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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