Exhibit 10(a)86

                GULF STATES UTILITIES COMPANY

               EXECUTIVE INCOME SECURITY PLAN

                 EFFECTIVE OCTOBER 1, 1980,

        AS AMENDED, CONTINUED AND COMPLETELY RESTATED

                EFFECTIVE AS OF MARCH 1, 1991


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                GULF STATES UTILITIES COMPANY
               EXECUTIVE INCOME SECURITY PLAN


                           PURPOSE

     The purpose of this Plan is to provide specified
retirement, disability, termination and survivor benefits to
a select group of officers and key managerial employees of
the Company who contribute to the continued growth,
development, and future success of the Company. The benefits
under this Plan shall be in addition to any entitlements
which an employee may have under an employment contract with
the Company.

                          ARTICLE I

                         DEFINITIONS

For purposes hereof, unless otherwise clearly apparent from
the context, the following terms shall have the following
indicated meanings:

1.1  "Average Final Compensation Rate" shall be determined
     based upon the average annual rate of Compensation of a
     Participant in the 12 consecutive months during his or
     her last 60 months of Company employment which produces
     the highest average.

1.2  "Cause" shall be determined by the Committee, in
     exercise of good faith and reasonable judgement, and
     shall mean the gross dereliction of duty by a
     Participant or the committing of an act by a
     Participant which involves or constitutes moral
     turpitude, such as fraud, embezzlement or dishonesty.

1.3  "Committee" shall mean the Compensation Committee of
     the Board of Directors of Gulf States Utilities
     Company.

1.4  "Company" shall mean Gulf States Utilities Company and
     its subsidiaries, and their respective successors and
     assigns.

1.5  "Compensation" shall mean the basic remuneration
     authorized for a Participant for services rendered to
     the Company, including (solely for purposes of this
     Plan and not otherwise) amounts representing basic
     remuneration which are (i) deferred under the Gulf
     States Utilities Company Nonqualified Deferred
     Compensation Plan for Officers, Nonemployee Directors
     and Designated Key Employees, (ii) deferred under the
     Gulf States Utilities Company Nonqualified Accrued
     Contributions Plan for Designated Key Employees, and
     (iii) authorized by the Company as a Participant's
     stated salary but not paid because of limitations,
     restrictions or reductions imposed for reasons other
     than non-performance of services, termination of
     employment or demotion to another position.
     Notwithstanding the foregoing, Compensation will not
     include (i) any bonuses (whether deferred pursuant to
     the Gulf States Utilities Company Nonqualified Deferred
     Compensation Plan for Officers, Nonemployee Directors,
     and Designated Key Employees or otherwise), and pay for
     overtime or special pay and (ii) the Company's costs
     for any employee benefit plan.

1.6  "Dependent Child" shall mean the natural born or
     legally adopted child of a Participant who at the time
     of death or permanent and total disability of the
     Participant was dependent on the Participant for his or
     her support and who is less than 19 years of age (or if
     enrolled as full-time college student, less than 23
     years of age) at the time payment of any supplement is
     to be made to the child.

1.7  "50% Joint and Survivor Annuity" shall mean an annuity
     providing for a reduced retirement benefit to a
     Participant during his or her life, and for a benefit
     to his or her Surviving Spouse during his or her life
     at the rate of one-half the amount paid to the
     Participant.

1.8  "Good Reason" shall mean (i) without Cause the Company
     assigns the Participant to duties materially
     inconsistent with the Participant's authorities,
     duties, responsibilities and status (including offices,
     titles and reporting requirements) as an officer or key
     managerial employee of the Company, or materially
     reduces or. alters the nature or status of the
     Participant's authorities, duties or responsibilities,
     or (ii) without Cause the Company requires the
     Participant to be based at a location outside of the
     Company's service area as in effect from time to time,
     except for required travel on the Company's business to
     an extent substantially consistent with the
     Participant's business obligations, or (iii) without
     Cause the Company reduces the Participant's base
     salary. as in effect from time to time or (iv) the
     Company terminates the Participant's employment without
     providing the Participant a written notice of
     termination :setting forth the basis for the Company's
     decision to terminate the Participant for Cause.

1.9  "Key Managerial Employee" shall mean a non-officer
     employee of the Company whose participation in this
     Plan is approved by the Compensation Committee.

1.10 "Life Income Annuity" shall mean a retirement benefit
     payable during the Participant's lifetime only with no
     further amount payable after his or her death.

1.11 "Officer" shall mean an officer of the Company duly
     elected or appointed by the Board of Directors, but
     excludes assistant officers.

1.12 "Participant" shall mean an Officer or Key Managerial
     Employee of the Company who remains in the employ of
     the Company and who otherwise meets the requirements
     for participation hereunder.

1.13 "Plan" shall mean the Gulf States Utilities Company
     Executive Income Security Plan approved by the
     Company's Board of Directors on April 19, 1981, as
     amended, continued and completely restated from time to
     time.

1.14 "Previous Employers" shall mean organizations,
     including the United States military services, with
     which a Participant was employed before being employed
     by the Company.

1.15 "Previous Employer Provided Retirement Benefits" shall
     mean any retirement benefits received by a Participant,
     or the right to future receipt of benefits by the
     Participant, from any pension plans sponsored by the
     Participant's Previous Employers and any retirement
     benefits received by the Participant, or the right to
     future receipt of benefits by the Participant, from
     pension plans of any military services or governmental
     entities. If such benefits are paid on any basis other
     than a 50% Joint and Survivor Annuity for a Participant
     who is married or a Life Income Annuity for a
     Participant who is not married, then for purposes of
     this Plan, the Committee shall convert such benefits to
     the actuarial equivalent of such annuity. If such
     converted figure is less than the actual amount of
     Previous Employer Provided Retirement Benefits, then
     the actual amount shall be used for purposes of this
     Plan, and if Previous Employer Provided Retirement
     Benefits are smaller than the converted amount, then
     the converted amount shall be used for purposes of this
     Plan.

1.16 "Previous Employer Provided Survivor Benefits" shall
     mean any benefits received by the Participant's
     Surviving Spouse, or the right to future receipt of
     benefits by the Surviving Spouse, following the
     Participant's death, from any plans described in
     Section 1.15.

1.17 "Primary Social Security Benefit" shall mean the amount
     of the benefit which, under the provisions of the
     Federal Social Security Act as in effect on a
     Participant's date of termination of employment, the
     Participant is, or will be, entitled to receive as his
     or her "primary insurance amount" at the earliest time
     such Benefit would otherwise be available to the
     Participant assuming that (i) the Participant has made
     or will make appropriate and timely application for
     such Benefit and (ii) no event has occurred or will
     occur by reason of which the amount of such Benefit has
     been or will be delayed, suspended or forfeited, in
     whole or in part.

1.18 "Representative" shall mean that person who is the
     Company's Manager of Benefits and who will be
     responsible to administer this Plan pursuant to Article
     9.

1.19 "Surviving Spouse" shall mean the person to whom a
     Participant was married at the time of his or her
     death, provided that if the Participant's death occurs
     after he or she retires or is terminated without Cause
     or resigns from employment for Good Reason, a person
     shall qualify as a Surviving Spouse only if he or she
     was married to the Participant at the time of the
     Participant's retirement, termination or resignation
     and at the time of the Participant's death.

1.20 "Surviving Spouse's Social Security Benefit" shall mean
     the Social Security benefit that a Participant's
     Surviving Spouse will be entitled to receive at the
     earliest time such Benefit would otherwise be available
     to the Surviving Spouse following the death of the
     Participant assuming that (i) the Surviving Spouse has
     made or will make appropriate and timely application
     for such Benefit and (ii) no event has occurred or will
     occur by reason of which the amount of such Benefit
     will be delayed, suspended or forfeited, in whole or in
     part. If under the foregoing assumptions the Surviving
     Spouse is entitled to receive a Primary Social Security
     Benefit as a result of the Surviving Spouse's own
     employment and such Benefit is larger than the
     Surviving Spouse's Social Security Benefit to which he
     or she would be entitled, such higher benefit shall be
     used for purposes of this Plan. The Surviving Spouse's
     Social Security Benefit shall not include any
     additional Social Security Benefits paid for Dependent
     Children.

1.21 "Trusteed Retirement Plan" shall mean the Gulf States
     Utilities Company Trusteed Retirement Plan, as amended
     from time to time.


                          ARTICLE 2

                 ELIGIBILITY AND MEMBERSHIP

2.1  All Officers and Key Managerial Employees who were
     employed on a continuous full-time basis by the Company
     (including periods of disability and authorized leaves
     of absence) as of April 19, 1981, and who were 60 years
     of age or less on October 1, 1980, are eligible for
     Plan participation. Any Officer or Key Managerial
     Employee who is employed on a continuous full-time
     basis by the Company (including periods of disability
     and- authorized leaves of absence) at any time after
     April 19, 1981, shall be eligible for Plan
     participation upon being so designated by the Committee
     as a Participant.

2.2  As a condition of participation, each Participant shall
     complete, execute, and return to the Committee or the
     Committee's Representative a Participation Agreement in
     the form attached hereto and shall comply with such
     further conditions as may be established from time to
     time by -the Committee.

2.3  Upon commencing participation, a Participant shall
     remain in this Plan unless and until ( i ) his or her
     employment is terminated by the Company for Cause or
     (ii) the Participant resigns from employment with the
     Company without Good Reason as defined in Section 1.8
     above.

2.4  At such time as a Participant who is under the age of
     50 years commences to receive payment of a supplement
     under the provisions of this Plan, the Participant
     shall also be entitled to continue to receive medical
     benefits for the Participant and his or her family (if
     applicable). These severance medical benefits and the
     Participant's premium (if applicable) shall be the same
     as those medical benefits provided to and premiums paid
     by retired employees of the Company. These severance
     medical benefits and premiums shall increase or
     decrease at the same time and in the same amount as the
     medical benefits and premiums for retired employees of
     the Company shall increase or decrease, and shall
     continue until the Participant is eligible to receive
     medical benefits from a subsequent employer.

     At such time as a Participant who has attained the age
     of 50 years or more commences to receive payment of a
     supplement under the provisions of this Plan, the
     Participant shall also be entitled to continue to
     receive retirement medical benefits for the Participant
     and his or her family (if applicable). These retirement
     medical benefits and the Participant's premium (if
     applicable) shall be the same as those medical benefits
     provided to and premiums paid by retired employees of
     the Company. These retirement medical benefits and
     premiums shall increase or decrease at the same time
     and in the same amount as the medical benefits and
     premiums for retired employees of the Company shall
     increase or decrease, and shall continue (i) so long as
     the Participant receives payment of the supplement in
     the case of a Participant who was a Participant in this
     Plan as of March 1, 1991, and (ii) until the
     Participant is eligible to receive medical benefits
     from a subsequent employer in the case of a Participant
     who becomes a Participant after March
     1, 1991.

     The Participant understands that it is the
     Participant's responsibility to pay any federal or
     state taxes which may be imposed on medical benefits
     payable under this Section and on any supplements paid
     pursuant to the other provisions of this Plan.


                          ARTICLE 3

                NORMAL RETIREMENT SUPPLEMENT

3.1  If a Participant remains an active Company employee
     until at least the age of 65 years and then retires at
     a time when he or she meets all other conditions for
     participation prescribed hereunder, the Company shall
     pay to the, Participant a monthly income supplement
     which is eqUal to (a) minus (b) minus Cc) minus (d) .
     and which shall be computed as follows:

     (a) 50% of his or her monthly Average Final
         Compensation Rate, minus

     (b) his or her monthly Primary Social Security Benefit,
         minus

     (c) the monthly retirement benefits which the
         Participant is eligible to receive from the
         Trusteed Retirement Plan, computed on a 50% Joint
         and Survivor Annuity basis if he or she is married
         or on a Life Income Annuity basis if he or she is
         not married, minus

     (d) his or her monthly Previous Employer Provided
         Retirement Benefits and his or her distributions
         which are made from the Trust Agreement for
         Deferred Payments created by the Company and which
         are attributable to payments made with reference to
         this Plan.

3.2  Calculation of the amounts described in Section 3.1(b)
     through (d) above shall be made at the time of the
     Participant's retirement and any subsequent increases
     or decreases in such amounts that result from
     cost-of-living or similar periodic adjustments shall
     not affect the income supplement initially calculated
     to be payable to the Participant.

3.3  If, subsequent to the initial calculation of the
     supplement, a benefit payable to the Participant as
     described in Section 3.1(b) through (d) above is
     terminated or initiated, or is eligible to be initiated
     with or without reduction in the case of Section
     3.1(b), -or is eligible to be initiated without
     reduction in the case of Section 3.1(c) or (d), then
     the supplement payable hereunder shall be adjusted to
     give effect to such termination, initiation or
     eligibility on the date thereof.

3.4  The Participant shall provide to the Committee in the
     manner it prescribes full and accurate information
     about benefits received under Section 3.1(b) through
     (d) above and shall promptly report to the Committee
     any subsequent initiation, termination or eligibility
     for initiation of such benefits. The Committee at its
     sole discretion may cancel a Participant's
     participation in this Plan if it determines that
     complete, accurate and timely disclosure of such
     benefits and their subsequent initiation, termination
     or eligibility for initiation is not made by the
     Participant.

3.5  The income supplements as described in Section 3.1
     above shall be paid monthly and shall commence on the
     first day of the month following the month in which the
     Participant's retirement occurs. Payments shall
     continue during the lifetime of the Participant with
     the last payment being payable on the first day of the
     month following the Participant's death.

                          ARTICLE 4

                   TERMINATION SUPPLEMENT

4.1  If a Participant's employment is terminated by the
     Company without Cause or if a Participant separates
     from the Company's employment for Good Reason as stated
     in Section 1.8 above, then the Company shall pay to the
     Participant a monthly income supplement which is equal
     to (a) minus (b) minus (c) minus (d) and which shall be
     computed as follows:

     (a) 50% of his or her Average Final Compensation Rate,
         minus

     (b) his or her monthly Primary Social Security Benefit
         payable from time to time, minus

     (c) the monthly benefits which the Participant is or
         becomes eligible to receive from the Trusteed
         Retirement Plan, computed on a 50% Joint and
         Survivor Annuity basis if he or she is married or
         on a Life Income Annuity basis if he or she is not
         married, minus

     (d) his or her monthly Previous Employer Provided
         Retirement Benefits and his or her distributions
         which are made from the Trust Agreement for
         Deferred Payments created by the Company and which
         are attributable to payments made with reference to
         this Plan.

4.2  Calculation of the amounts described in Section 4.1(b)
     through (d) above shall be made at the time of a
     Participant's termination without Cause or resignation
     for Good Reason, and any subsequent increases or
     decreases In such amounts that result from cost-
     of-living or similar periodic adjustments shall not
     affect the income supplement initially calculated to be
     payable to the Participant.

4.3  If, subsequent to the initial calculation of the
     termination supplement, a benefit payable to the
     Participant as described in Section 4.1(b) through (d)
     is terminated or initiated, or is eligible to be
     initiated with or without reduction in the case of
     Section 4.1(b), or is eligible to be initiated without
     reduction in the case of Section 4.1(c) or (d), then
     the supplement payable hereunder shall be adjusted to
     give effect to such termination, initiation or
     eligibility on the date thereof.

4.4  The Participant shall provide to the Committee in the
     manner it prescribes full and accurate information
     about benefits received under Section 4.1(b) through
     (d) above and shall promptly report to the Committee
     any subsequent initiation, termination or eligibility
     for initiation of such benefits. The Committee at its
     sole discretion may cancel a Participant's
     participation in this Plan if it determines that
     complete, accurate and timely disclosure of such
     benefits and their subsequent initiation, termination
     or eligibility for initiation is not made by the
     Participant.

4.5  The income supplements as described in Section 4.1
     above shall be paid monthly and shall commence on the
     first day of the month following the month in which the
     Participant is terminated without Cause or resigns from
     the Company's employment for Good Reason. Payment shall
     continue during the lifetime of the Participant with
     the last payment being payable on the first day of the
     month following the Participant's death.


                          ARTICLE 5

                    DISABILITY SUPPLEMENT

5.1  The Committee in its sole discretion shall determine
     after review of appropriate medical evidence whether a
     Participant has become totally and permanently
     disabled. A Participant shall be considered totally and
     permanently disabled for purposes of this Plan if he or
     she is so declared by the Committee.

5.2  If the Committee shall determine that a Participant has
     become totally and permanently disabled at a time when
     he or she is actively employed by the Company and meets
     all other conditions for participation hereunder, then
     the Company shall pay to the Participant a monthly
     income supplement which is equal to (a) minus (b) minus
     (c) minus (d) minus (e) and which shall be computed as
     follows:

     (a) for one year following the date of the
         Participant's retirement for disability, 100% of
         the Participant's monthly rate of base compensation
         in effect on the date that the Participant was
         declared permanently and totally disabled, and for
         the nine (9) succeeding years or until the
         Participant attains the age of 65 years, whichever
         occurs last, 50% of the rate of such base
         compensation, minus

     (b) his or her monthly Primary Social Security Benefit,
         minus

     (c) the monthly retirement benefits which the
         Participant is eligible to receive from the
         Trusteed Retirement Plan, computed on a 50% Joint
         and Survivor Annuity basis if he or she is married
         or on a Life Income Annuity basis if he or she is
         not married, minus

     (d) his or her monthly benefits received from
         disability insurance plans sponsored by the Company
         or any Previous Employer, minus

     (e) his or her monthly Previous Employer Provided
         Retirement Benefits and his or her distributions
         which are made from the Trust Agreement for
         Deferred Payments created by the Company and which
         are attributable to payments made with reference to
         -this Plan.

5.3  Calculation of the amounts described in Section 5.2(b)
     through (e) above shall be made at the time of the
     Participant's retirement for disability and any
     subsequent increases or decreases in such amounts that
     result from cost-of-living or similar periodic
     adjustments shall not affect the income supplement
     initially calculated to be payable to the Participant.

5.4  If, subsequent to the initial calculation of the
     supplement, a benefit payable to the Participant as
     described in Section 5.2(b) through (e) above is
     initiated or terminated, then the supplement payable
     hereunder shall be adjusted to give effect to such
     initiation or termination.

5.5  The Participant shall provide to the Committee in the
     manner it prescribes full and accurate information
     about benefits received under Section 5.2(b) through
     (e) above and shall promptly report to the Committee
     any subsequent initiation or termination of such
     benefits. The Committee at its sole discretion may
     cancel the Participant's participation in this Plan if
     it determines that complete, accurate and timely
     disclosure of such benefits and their subsequent
     initiation or termination is not made by the
     Participant.

5.6  If the Committee determines that a disabled Participant
     has recovered from being totally and permanently
     disabled and is able to return to work with the
     Company, the Committee shall declare that his or her
     participation in this Plan will cease unless such
     person resumes employment with the Company and executes
     and returns to the Committee or its Representative a
     new Participation Agreement and complies with such
     further conditions as may be established by and in the
     sole discretion of the Committee. Upon cessation of
     Plan participation or resumption of employment with the
     Company, all supplements to the Participant under this
     Article shall cease and the Participant shall not
     receive any further supplements unless and until he or
     she shall again be entitled to receive supplements
     under the provisions of this Plan.

5.7  The income supplements described in Section 5.2 shall
     be paid monthly and shall commence on the first day of
     the month following the month in which the Participant
     is placed on disability retirement and shall continue
     until (i) the 10-year period certain described in
     Section 5.2(a) ends, or (ii) the disabled Participant
     attains the age of 65 years, whichever occurs last.

5.8  If the Participant dies before the occurrence of an
     event that causes income supplements under this Article
     to cease, then until (i) the end of the 10-year period
     certain described in Section 5.2(a) or (ii) the date
     that the Participant would have attained the age of 65
     years, whichever occurs last, the Participant's.
     Surviving Spouse will receive a monthly income
     supplement under this Plan which is equal to the
     supplement that the Spouse would have been entitled to
     receive under Article 7 hereof had the Participant died
     before retiring and while actively employed by the
     Company. If the deceased Participant has no Surviving
     Spouse or if the Surviving Spouse dies before the end
     of the period in which he or she is entitled to receive
     the supplements, then the supplements will continue to
     be paid to the Participant's Dependent Children, with
     payments divided equally among such Dependent Children
     who are then living. Such payments will continue until
     the youngest Dependent Child attains (or dies prior to)
     the age specified in Section 1.6 or until the end of
     the 10-year period certain described in Section 5.2(a),
     whichever occurs first. If there is no Surviving Spouse
     or Dependent Children at the time of the Participant's
     death or if there are no Dependent Children at the
     subsequent death of the Surviving Spouse, then no
     supplements will continue to be made under this
     Article.

5.9  If the disabled Participant so elects within one year
     following the date of disability retirement, the
     Company will provide to the Participant, in lieu of
     10-year period certain payments described in Section
     5.2(a) above, a Life Income Annuity based on the
     present value of the remaining supplemental payments
     and the expected mortality of the Participant. Payment
     of the Life Income Annuity will discharge all
     obligations of this Plan, the Company, and the
     Committee to the disabled Participant, his or her
     Surviving Spouse and Dependent Children hereunder.


                          ARTICLE 6

       SURVIVOR'S SUPPLEMENT:  DEATH AFTER SEPARATION

6.1  If a Participant who (i) has retired under Section 3.1
     or (ii) - has been terminated without Cause or has
     separated from employment with the Company for Good
     Reason under Section 4.1, is in either case receiving a
     supplement under those provisions at the time of his
     death, then his or her Surviving Spouse will receive a
     monthly income supplement under this Plan equal to 50%
     of the supplemental payments which are described in
     Section 3.1 or Section 4.1, as appropriate, and which
     the Participant was actually receiving or was eligible
     to receive under this Plan at the time of his or her
     death

6.2  If a Participant dies after attaining the age of 65
     years and while actively employed by the Company, then
     his other Surviving Spouse will receive a monthly
     income supplement under this Plan equal to 50% of the
     supplemental payments described in Section 3.1 that the
     Participant would have been entitled to receive under
     this Plan had he or she retired on the day preceding
     his or her death.

6.3  The income supplements under this Article will be paid
     monthly and will commence on the first day of the month
     following the month in which Participant's death occurs
     and will continue until Surviving Spouse's death.


                          ARTICLE 7

         SURVIVOR'S SUPPLEMENT: PRIOR TO SEPARATION

7.1  If a Participant who is less than the age of 65 years
     dies before retiring and is actively employed by the
     Company at the time of his or her death, then his or
     her Surviving Spouse shall be entitled to receive a
     monthly income supplement which is equal to (a) minus
     (b) minus Cc) minus (d) and which shall be computed as
     follows:

     (a) for one year following the date of the
         Participant's death, 100% of his or her monthly
         rate of base compensation in effect on such date,
         and for the 9 succeeding years or until the date
         that deceased Participant would have attained the
         age 65 years, whichever occurs last, 50% of the
         rate of such base compensation, minus

     (b) his or her monthly Surviving Spouse's Social
         Security Benefit, minus

     (c) the monthly survivor's benefit which the Surviving
         Spouse is eligible to receive from the Trusteed
         Retirement Plan, minus

     (d) the monthly Previous Employer Provided Retirement
         Benefits which the Surviving Spouse is eligible to
         receive plus distributions to which he or she may
         be entitled to receive from the Trust Agreement for
         Deferred Payments created by the Company and that
         are attributable to payments that are made with
         reference to this Plan.

7.2  Calculation of the amounts described in Section 7.1(b)
     through (d). shall be made at the time of the
     Participant's death and any subsequent increases or
     decreases in such amounts that result from
     cost-of-living or similar periodic adjustments shall
     not affect the income supplement initially calculated
     to be payable to the Participant's Surviving Spouse.

7.3  If, subsequent to the initial calculation of the
     supplement, a benefit payable to the Participant's
     Surviving Spouse as described in Section 7.1(b) through
     (d) is initiated or terminated, or is eligible to be
     initiated with or without reduction in the case of
     Section 7.1(b), or is eligible to be initiated without
     reduction in the case of Section 7.1(c) or (d), then
     the supplement payable hereunder shall be adjusted to
     give effect to such initiation, termination or
     eligibility on the date thereof.

7.4  The Surviving Spouse shall provide to the Committee in
     the manner it prescribes full and accurate information
     about benefits received under Section 7.1(b) through
     (d) above and shall promptly report to the Committee
     any subsequent initiation or termination of such
     benefits. The Committee at its sole discretion may
     cancel a Surviving Spouse's participation in this Plan
     if it determines that complete, accurate and timely
     disclosure of such benefits and their subsequent
     initiation or termination is not made by the Surviving
     Spouse.

7.5  The income supplements described in Section 7.1 shall
     be paid monthly and shall commence on the first day of
     the month following the month in which the Participant
     dies and shall continue until (i) the end of the
     10-year period certain described in Section 7.1(a) or
     (ii) the date that the deceased Participant would have
     been 65 years of age, whichever occurs last. If the
     deceased. Participant has no Surviving Spouse or if the
     Surviving Spouse dies before the end of the period in
     which he or she is entitled to receive benefits, then
     the supplemental payments will continue to be paid to
     the Participant's Dependent Children, with payments
     divided equally among such Dependent Children who are
     then living. Such payments shall continue until the
     youngest Dependent Child attains (or dies prior to )
     the age specified in Section 1.6 or until the end of
     the 10-year period certain described in Section
     7.1(a),. whichever occurs first. If there is no
     Surviving Spouse or Dependent Children at the time of
     the Participant's death or if there are no Dependent
     Children at the subsequent death of the Surviving
     Spouse, then no supplemental payments will be made
     under this Plan.

7.6  If the Surviving Spouse of a deceased Participant so
     elects within one year following the death of the
     Participant, the Company will provide the Surviving
     Spouse, in lieu of 10-year period certain payments
     described in Section 7.1(a) above, a Life Income
     Annuity based on the present value of the remaining
     supplemental payments and the expected mortality of the
     Surviving Spouse. Payment of the Life Income Annuity
     will discharge all obligations of this Plan, the
     Company and the Committee to the Surviving Spouse and
     the Participant's Dependent Children hereunder.


                          ARTICLE 8

            TERMINATION, AMENDMENT, MODIFICATION
                 OR SUPPLEMENTATION OF PLAN

8.1  Subject to the provisions of Section 8.2 below, the
     Committee reserves the right to terminate this Plan and
     to totally or partially amend, modify, or supplement
     this Plan at any time.

8.2  Except as provided in Sections 3.4, 4.4, 5.5 and 7.4,
     any action by the Committee to terminate, amend,
     modify, or supplement this Plan as set forth in this
     amendment, continuation and restatement shall not
     eliminate, reduce or in any way modify the Company's
     obligation to a person who is then a Participant in
     this Plan to pay supplements to the Participant, his or
     her Surviving Spouse, or his or her Dependent Children
     at the same times and in the same amounts as those
     supplements would have been payable under the Plan as
     set forth in this amendment, continuation and
     restatement had the Plan not been so terminated,
     amended, modified or supplemented. The provisions of
     this Section shall apply even if a supplement for a
     Participant, his Surviving Spouse or Dependent Children
     is not in pay status for any person who is a
     Participant as of the date of the termination,
     amendment, modification or supplement.

8.3  Upon cancellation of Plan participation of a
     Participant., Surviving Spouse or Dependent Child as
     permitted hereby, neither the Plan nor the
     Participation Agreement shall be of any force and
     effect with respect to the cancelled Participant,
     Surviving Spouse or Dependent Child and no person
     (including the Company) shall have any obligation to
     the cancelled Participant, Surviving Spouse or
     Dependent Child under this Plan or the Participation
     Agreement.


                          ARTICLE 9

                 ADMINISTRATION OF THE PLAN

     This Plan shall be administered by the Committee. The
Committee has the sole authority to interpret this Plan, to
prescribe, amend and rescind rules and regulations relating
to this Plan, and to make all other determinations expressly
provided herein or necessary or advisable in connection with
the administration of this Plan. The Representative of the
Committee will be responsible for implementation of this
Plan on the Committee's behalf.


                         ARTICLE 10

                       EFFECT OF PLAN

     The establishment and continuance of this Plan shall
not constitute a contract of employment between the Company
and any Participant, and shall not be deemed to be
consideration for, inducement to, or a condition of
employment of any person. Nothing contained herein shall be
construed to give any Participant the right to be retained
in the employ of the Company or to interfere with the
unqualified right of the Company to terminate such
employment at any time for any reason.


                         ARTICLE 11

                     SOURCE OF BENEFITS

11.1 Amounts payable to a Participant, his or her Surviving
     Spouse, and his or her Dependent Children under this
     Plan shall be paid exclusively from the general assets:
     of the Company other than for amounts which are made
     available and distributed from the Trust Agreement for
     Deferred Payments created by the Company.

11.2 It is expressly stipulated that notwithstanding the
     purchase by the Company of insurance, annuities or
     other investments in contemplation of payments to be
     made under this Plan, (a) any such assets are a part of
     the general assets of the Company subject to its
     general creditors, (b) this Plan is only a general
     corporate commitment, and Cc) the Participants, the
     Surviving Spouses and Dependent Children must rely
     solely on the general credit of the Company for
     fulfillment of its obligations under this Plan.


                         ARTICLE 12

                    FACILITY OF PAYMENTS

     If any person entitled to payment under this Plan
shall, in the sole opinion of the Committee, be physically
or mentally incapacitated to receive or properly receipt for
the payments, then the Committee may make payments to any
member of the family of the person then entitled to payment,
or for the use and benefit of the person, or to any
individual or institution providing care for the person, and
all payments so made by the Committee shall discharge and
release the Company, this Plan, and the Committee with
respect to those payments.


                         ARTICLE 13

                      CLAIMS PROCEDURE

13.1 A Participant, or any other person claiming under him
     or her, shall make a claim for supplemental payments
     under this Plan by delivering a written request to the
     Committee or the Committee's Representative.

13.2 If a claim is wholly or partially denied, notice of the
     decision, meeting the requirements of Section 13.3,
     shall be furnished to the claimant within a reasonable
     period of time after receipt of the claim by the
     Committee or the Committee's Representative.

13.3 The Committee or the Committee's Representative shall
     provide to every claimant who is denied a claim for
     supplemental payments written notice setting forth in a
     manner calculated to be understood by the claimant, the
     following: (i) specific reason or reasons for the
     denial; (ii) specific reference to pertinent Plan
     provisions on which the denial is based; (iii) a
     description of any additional material or information
     necessary for the claimant to perfect the claim and an
     explanation of why such material or information is
     necessary; and (iv) an explanation of the Plan's claim
     review procedure, as set forth in Section 13.4 and
     13.5.

13.4 The purpose of the review procedure set forth in this
     Section and in Section 13.5 is to provide a procedure
     by which a claimant under this Plan may have a
     reasonable opportunity to appeal a denial of a claim to
     the Committee for a full and fair review. To accomplish
     that purpose, the claimant or his or her duly
     authorized representative (i) may request a review upon
     written application to the Committee, (ii) may review
     pertinent Plan documents, and (iii) may submit issues
     and comments in writing. A claimant or his or her duly
     authorized representative shall request a review by
     filing a written application for review with the
     Committee at any time within 60 days after receipt by
     the claimant of the denial of his or her claim.

13.5 The decision on review of appeal of a denied claim
     shall be made in the following manner. The decision on
     review shall be made by the Committee which may in its
     discretion hold a hearing on the denied claim, and the
     Committee shall make its decision not later than 60
     days after receipt of the request for review, unless
     special circumstances (such as the need to hold a
     hearing) require an extension of time for processing,
     in which case the decision shall be rendered as soon as
     possible, but no later than 120 days after receipt of
     the request for review. The decision on review shall be
     in writing and shall include specific reasons for the
     decision, written in a manner calculated to be
     understood by the claimant, and specific references to
     the pertinent Plan provisions on which the decision is
     based.


                         ARTICLE 14

                        MISCELLANEOUS

14.1 The right of any Participant, his or her Surviving
     Spouse or Dependent Children to receive any payment
     under this Plan shall not be subject in any manner to
     attachment or other legal process or proceedings for
     discharge of the debts of those persons, and any such
     payment shall not be subject to anticipation,
     alienation, sale, transfer, assignment, pledge,
     mortgage or encumbrance by those persons.

14.2 Except to the extent preempted or superseded by the
     federal laws of the United States of America, the laws
     of the State of Texas will govern this Plan.

14.3 All notices, reports, statements, distributions or
     payments given, made, delivered or transmitted to a
     Participant, his or her Surviving Spouse or Dependent
     Children shall be deemed to be duly given, made,
     delivered or transmitted when mailed by first class
     mail, postage prepaid, addressed to the person entitled
     thereto at the address appearing on the books of the
     Committee. Written directions, notices, and other
     communications to the Company, the Committee, or its
     Representative shall be deemed to be duly given, made
     or delivered when received by the Representative at
     such location as the Committee may from time to time
     specify.

14.4 Wherever appropriate in this Plan, the masculine gender
     shall be construed to include the feminine, and the
     feminine gender shall be construed to include the
     masculine. Words used in the singular shall be
     construed to include the plural, and the plural to
     include the singular.

14.5 The headings of the Articles and Sections of this Plan
     are included solely for convenience of reference, and
     if there is any conflict between the headings and the
     text of this Plan, the text shall control.

     EXECUTED effective as of March 1, 1991.

ATTEST:                       COMPENSATION COMMITTEE OF THE
                              BOARD OF DIRECTORS OF GULF
                              STATES UT)LITIES COMPANY

                              By:
                              Its:Chairman