Exhibit 10(e)(1)(c) - Supplemental Executive Retirement Trust






EXHIBIT 10(e)(1)(c)






 






 






 






 






 






CLECO UTILITY GROUP INC.


SUPPLEMENTAL EXECUTIVE RETIREMENT TRUST








 








 








 








 








 








 








 













CLECO UTILITY GROUP INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT TRUST



TABLE OF CONTENTS

 


	
   

  	
  Page

  
	
  ARTICLE
  I - DEFINITIONS

  	
  1

  
	
   

  	
   

  
	
  ARTICLE
  II - STATUS OF TRUST 

  	
  2

  
	
             
  Title 

  	
  2

  
	
             
  Status of Trust 

  	
  2

  
	
             
  Relationship to Plan 

  	
  2

  
	
   

  	
   

  
	
  ARTICLE
  III - ESTABLISHMENT OF TRUST 

  	
  2

  
	
             
  Initial Contribution 

  	
  2

  
	
             
  Additional Contributions 

  	
  2

  
	
   

  	
   

  
	
  ARTICLE
  IV - INVESTMENT POWERS OF TRUSTEE 

  	
  3

  
	
             
  Investment as Single Fund 

  	
  3

  
	
             
  Investment Powers 

  	
  3

  
	
             
  Investment in Insurance 

  	
  4

  
	
             
  Related Party Investments 

  	
  4

  
	
             
  Nominee 

  	
  4

  
	
             
  Liability for Investment Decisions 

  	
  4

  
	
   

  	
   

  
	
  ARTICLE
  V - DUTIES OF TRUSTEE 

  	
  4

  
	
             
  Reports 

  	
  4

  
	
             
  Tax Reporting 

  	
  5

  
	
             
  Consultants, Advisors and Other Experts 

  	
  5

  
	
             
  Expenses 

  	
  5

  
	
             
  Gains from Other Business 

  	
  5

  
	
             
  Instructions 

  	
  5

  
	
             
  Plan Administration 

  	
  5

  
	
   

  	
   

  
	
  ARTICLE
  VI - PAYMENTS AND DISTRIBUTIONS 

  	
  6

  
	
             
  Payments to Participants and Beneficiaries 

  	
  6

  
	
             
  Insufficiency of Trust Assets; Payments by the Company or an Affiliate

  	
  6

  
	
             
  Distributions to the Company or an Affiliate 

  	
  6

  
	
             
  Taxes

  	
  6

  















	
  ARTICLE
  VII - INSOLVENCY OF COMPANY

  	
  7

  
	
             
  Determination of Insolvency

  	
  7

  
	
             
  Cessation of Payments

  	
  7

  
	
             
  Resumption of Payments

  	
  7

  
	
             
  Separate Application to Company and Affiliates

  	
  8

  
	
   

  	
   

  
	
  ARTICLE
  VIII - CHANGE IN CONTROL

  	
  8

  
	
             
  Determination of Change in Control

  	
  8

  
	
             
  Additional Required Contribution

  	
  8

  
	
             
  Determination of Required Funding Amount

  	
  8

  
	
             
  Claims for Benefits

  	
  9

  
	
   

  	
   

  
	
  ARTICLE
  IX - STATUS OF TRUST ASSETS

  	
  9

  
	
             
  General Assets of the Company and its Affiliates

  	
  9

  
	
             
  Prohibition Against Assignment

  	
  9

  
	
   

  	
   

  
	
  ARTICLE
  X - RESIGNATION OR REMOVAL

  	
  9

  
	
             
  Resignation or Removal

  	
  9

  
	
             
  Successor Trustee

  	
  9

  
	
             
  Transfer of Assets

  	
  10

  
	
   

  	
   

  
	
  ARTICLE
  XI - AMENDMENT AND TERMINATION

  	
  10

  
	
             
  Amendment; Trust Irrevocable

  	
  10

  
	
             
  Termination

  	
  10

  
	
   

  	
   

  
	
  ARTICLE
  XII - MISCELLANEOUS

  	
  10

  
	
             
  Severability

  	
  10

  
	
             
  Governing Law

  	
  10

  
	
             
  Hold Harmless

  	
  10

  
	
             
  Notices

  	
  11

  
	
             
  Fees and Expenses

  	
  11

  
	
             
  Dispute Resolution

  	
  11

  
	
             
  Delegation

  	
  11

  














CLECO UTILITY GROUP INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT TRUST


THIS TRUST
AGREEMENT (this "Trust Agreement") is made and entered
into by Cleco Utility Group Inc., a corporation
organized and existing under the laws of the State of Louisiana (the "Company"),
and Bank One Trust Company, N.A. of Columbus, Ohio, a national banking
association organized under the laws of the United States, with its principal
place of business at Columbus, Ohio (the "Trustee");


WHEREAS, the
Company maintains the Cleco Corporation Supplemental
Executive Retirement Plan, which plan is intended to benefit key executives and
officers of the Company and its Affiliates (as defined below) and is a type of
unfunded, nonqualified deferred compensation arrangement for purposes of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"); 


WHEREAS,
the Company and its Affiliates have incurred or will incur certain benefit
obligations under the Plan;


WHEREAS, the Company and
its Affiliates now desire to establish a trust in order to accumulate the funds
necessary to satisfy such benefit obligations;


NOW, THEREFORE, the
Company (acting on its behalf and on behalf of its Affiliates) and the Trustee
agree to create and administer a trust, subject to the terms and conditions set
forth below.


ARTICLE I

DEFINITIONS


                          
1.1      Affiliate means any corporation or other
form of entity which is a member of a controlled group of corporations or other
entities with the Company, determined from time to time, within the meaning of
Code Section 1563, without regard to the form of entity.


1.2      
Board or Board of Directors means the Board of Directors of the
Company.


1.3       
Change in Control means and shall be deemed to have occurred in accordance
with the definition of such term in the Cleco
Corporation 2000 Long-Term Incentive Compensation Plan, as the same may be
amended from time to time.


1.4      
Code means the Internal Revenue Code of 1986, as amended.


1.5      
Committee means the committee appointed under the Plan.


1.6      
Plan means the Cleco Corporation Supplemental
Executive Retirement Plan, effective January 1, 1996, as the same has been and
may be further amended from time


1.7            
Trust means the fund established and administered hereunder.










1.8           
Other definitions. Unless otherwise specified in this Trust Agreement,
capitalized terms used herein shall have the meanings ascribed to them in the
Plan.


ARTICLE II

STATUS OF TRUST


                          
2.1       Title. This Trust shall be
known as the Cleco Utility Group Inc.
Supplemental Executive Retirement Trust; this Trust shall be effective as
of December 13, 2000.


                          
2.2       Status of Trust. The Trust is
intended to be a grantor trust (a) with respect to which the Company is deemed
to be the grantor as defined in Subpart E, Part 1, Subchapter J, Chapter 1,
Subtitle A of the Code as to the portion of the Trust deemed owned and/or
contributed by the Company, and (b) with respect to which an Affiliate is
deemed to be the grantor as to any portion of the Trust deemed owned or
contributed by such Affiliate. The Committee (or its designee) shall maintain
records sufficient to establish the allocation of the Trust contemplated under
this Paragraph 2.2.


                          
This Trust, together with the Plan, is intended to constitute an unfunded
deferred compensation arrangement for the benefit of a select group of
management or highly compensated employees within the meaning of Title I of
ERISA.


                          
2.3       Relationship to Plan. Although
the purpose of this Trust is to permit the Company to accumulate amounts
required to satisfy its obligation under the Plan, no Participant or other
person claiming an interest in the Plan shall have a claim or other ownership
interest, whether direct or indirect, in any asset comprising the Trust, except
as an unsecured general creditor of the Company or an Affiliate. The
establishment of this Trust shall not be deemed to create a fiduciary
relationship between either the Company, including its Affiliates, or the
Trustee and any Participant or other person.


ARTICLE III

ESTABLISHMENT OF TRUST


                          
3.1 Initial Contribution. Upon the execution of this Trust Agreement,
the Company shall deliver to the Trustee the initial principal contribution,
which contribution shall consist of the assignment of those individual life
insurance policies set forth on Exhibit A hereto. Upon execution of this Trust
Agreement, the Trustee shall be deemed to have accepted the Trust and agreed to
hold the assets comprising the Trust subject to the terms and conditions of
this Trust Agreement.


                          
3.2 Additional Contributions. The Company and its Affiliates, in their
sole discretion, may contribute additional amounts to the Trust, from time to
time. Neither the Trustee nor any Participant or beneficiary shall have the
right to compel any such contribution.


2








ARTICLE IV

INVESTMENT POWERS OF TRUSTEE


                          
4.1    Investment as Single Fund. Notwithstanding any
provision of this Trust Agreement to the contrary, contributions by the Company
(including its Affiliates), together with any accumulation, accrual, earnings
or income, shall constitute a single fund to be held by the Trustee and
invested in accordance with the terms of this Trust; provided, however, that
the Trustee shall establish one or more subtrusts or
other segregated accounts or otherwise earmark investments as directed by the
Committee and specifically invest and administer such subtrust,
account or investments in accordance with the instructions of the Committee.


                          
4.2    Investment Powers. The Trustee shall serve as a
directed trustee hereunder and shall possess the power and authority granted
under the Louisiana Trust Code, but shall act in accordance with the
instructions of the Committee (or its designee). The Trustee shall invest and
reinvest the assets comprising the Trust in such financial instruments,
including stocks, bonds, mortgages and other evidence of indebtedness,
insurance or other property, whether real or personal, as the Committee (or its
designee) directs; in connection with the exercise of such powers, the Trustee
shall have the power and authority to:


a.                    
Vote any security held in the Trust in accorance with
the instructions of the Committee.


b.        
Purchase any security from any individual or entity (including, without limitation,
the Company or any shareholder of the Company) either
on an established market or directly from such individual or entity, in
accordance with the instructions of the Committee;


c.        
Exercise  any conversion privilege or
subscription right available in connection with any property held by the Trust;


d.        
Transfer assets of the Trust to a successor trustee in accordance with the
written instructions of the Committee; and


e.        
Make, execute and deliver, as Trustee, any note, bond, guarantee, conveyance,
contract, waiver, release or other instrument necessary or proper for the
accomplishment of the investment powers set forth in this Paragarph
4.2


Notwithstanding the generality of the foregoing, if the
Committee directs the Trustee to create subtrusts,
segregate accounts or otherwise earmark a portion of the Trust in accordance
with Paragraph 4.1 hereof for the benefit of the Company or a specific
Affiliate, the power and authority granted hereunder shall be exercised
separately in accordance with the instructions of the Committee with respect to
such trust, account or investment.


3








                          
4.3    Investment in Insurance. In addition to the power
and authority granted to the Trustee in Paragraph 4.2 hereof, the Committee may
direct the Trustee to assume and/or acquire one or more insurance policies on
the life of any Participant or other person designated by the Committee. 
 The Trustee shall have no responsibility to review the policy or  the  creditworthiness of the issuer thereof at
any time, or from time to time, or to determine the amount of premium to be
paid. The Trustee shall be the owner and beneficiary of any such policy, except
that the Trustee shall exercise the rights of ownership with respect to such
policy solely in accordance with the instructions of the Committee (or its
designee); such rights shall include, but not be limited to, the right to name
a beneficiary other than the Trustee, to assign or liquidate the policy, to
convert the policy, or to borrow against the policy for any purpose. Premiums
payable with respect to any policy acquired hereunder shall be paid by the
Company (or its Affiliates) or by the Trustee in accordance with the
instructions of the Committee.


                          
4.4    Related Party Investments. Notwithstanding any
provision of this Trust Agreement to the contrary and  subject to the
provisions of Paragraph 4.2 hereof, the Trustee shall be entitled to hold all
or any portion of the assets comprising the Trust in  any certificate of
deposit or other form of interest-bearing account offered by the Trustee or any
of its banking affiliates, provided that the rate of interest available under
any such account is at least as favorable as the rate of interest available
with respect to similar accounts offered to the public, or any mutual fund
(whether open-end or closed-end) sponsored by or affiliated with the Trustee.
In addition, the Trustee may invest all or any portion of the assets comprising
the Trust in common or preferred stock or any form of debt issued the Company
or any of its Affiliates.


                          
4.5    Nominee.  The Trustee may
 register any  security or other property held by it in its own
name or in the name of its nominee, including the nominee of any system for the
central handling of stock, with or without the addition of words indicating
that such stock is held in a fiduciary capacity. The Trustee may hold any
security in bearer form. The books and records of the Trustee shall, at all
times, show that all such investments are part of the Trust. Notwithstanding
the foregoing, the Trustee shall, at all times, remain responsible for the safe
custody and disposition of the assets comprising the Trust.


                          
4.6    Liability for Investment Decisions. The parties hereto
acknowledge that the power and authority granted to the Trustee hereunder shall
be  exercised pursuant to the directions of the
Committee (or its designee), and that the Trustee shall have no right or
obligation to review any such direction, to determine whether any such
direction is consistent with the terms of this Trust Agreement, applicable law
or the Plan. The Trustee shall be fully protected for acting or failing to act
in accordance with such directions.


ARTICLE V

DUTIES OF TRUSTEE


                          
5.1    Reports. The Trustee shall keep accurate and detailed
records of all investments, receipts, disbursements and all other transactions
required to be made, including such specific  records
 as shall be agreed upon in writing between the Company and the Trustee.
Within 90 days following the close of each calendar year and within 90 days
after the removal or resignation


4








of the Trustee, the Trustee shall
deliver to the Company a written account of its administration of the Trust for
such year or shorter period. Any such accounting shall include all investments,
receipts, disbursements and other transactions effected by it, including a description
of all securities and investments purchased and sold, and showing all cash,
securities and other property held in the Trust.


                          
5.2    Tax Reporting.  The Trustee shall file such
returns and pay such taxes as may be required under applicable law or the
Company shall cause any such returns to be prepared and filed in a manner
satisfactory to the Trustee.


                          
5.3    Consultants, Advisors and
Other Experts. The Trustee may consult with legal counsel (who may also be
counsel for the Company generally) with respect to any of its duties or
obligations hereunder. The Trustee may hire agents, accountants, actuaries,
investment advisors, financial consultants or other professionals to assist it
in performing any of its duties or obligations hereunder.


                          
5.4    Expenses.  The Company shall pay directly the
fees and expenses incurred by the Trustee in connection with the administration
of this Trust. If the Company does not pay such expenses within 30 days of
receipt of an invoice, the Trustee may charge such expenses against the Trust
and is hereby granted a lien on the assets of the Trust for such payment.


                          
5.5    Gains from Other Business. Notwithstanding any
powers granted to the Trustee pursuant to this Trust Agreement or applicable
law, the Trustee shall not be deemed to possess any power that could give this
Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Code Section 7701 and
Treas. Reg. §301.7701-2.


                          
5.6    Instructions. All communications from the Company,
the Committee (or any designee thereof) shall be in writing, signed by an
officer of the Company or by an individual authorized to act on behalf of the
Company, the Committee or its designee, as the case may be. Instructions may
also be delivered by facsimile or such additional electro-mechanical means,
including, without limitation, e-mail instructions, as may be agreed upon by the
parties hereto. Instructions may be given as standing instructions.


                          
The Trustee shall be fully protected in relying on any such communication, and
the Trustee shall not be required to verify the accuracy or validity of such communication,
unless it has reasonable ground to doubt the authenticity of any signature. If
the Trustee does not receive instructions from the Company or the Committee
after a request, the Trustee shall act or refrain from acting as it may
determine to be appropriate or necessary.


                          
5.7    Plan Administration.  Notwithstanding any
provision of this Trust Agreement or the Plan to the contrary, the Trustee
shall have no duty or obligation to administer the Plan, including, without limitation,
the duty to ensure that any direction given by the Committee (or a designee)
hereunder is in accordance with the terms of the Plan.


5








ARTICLE VI

PAYMENTS AND DISTRIBUTIONS


                          
6.1    Payments to Participants and Beneficiaries. The
determination of whether a Participant or beneficiary is entitled to benefits
under the Plan shall be made in accordance  with
the terms of the Plan. Except as provided in Article V11 hereof, payments from
the Trust by the Trustee shall be made to Participants and beneficiaries in
such manner, at such times, and in such amounts as the Committee shall direct.


                          
Notwithstanding any provision of this Trust Agreement or the Plan to the
contrary, the Committee may determine that all or any portion of each payment
is attributable to the Company and/or an Affiliate and direct the Trustee to
satisfy such payment obligation by the liquidation and disbursement of any
investment, trust or account maintained exclusively for the Company and/or such
Affiliate hereunder.


                          
6.2    Insufficiency of Trust Assets; Payments by the Company
or an Affiliate. In the event the assets of the Trust are not sufficient to
satisfy the Company's benefit obligations (or the separate benefit obligations
of an Affiliate) under the Plan, the Trustee  shall have no liability with
respect to the amount of any such insufficiency, and the Company (or the
affected Affiliate) shall remit the amount of any such insufficiency (a) to the
Trustee at least 10 business days before any affected benefit becomes due and
payable, or (b) directly to any Participant or beneficiary from its general
assets as the affected benefit becomes due and payable. The Company  (or
 Affiliate), in its discretion, may pay directly to any Participant or
beneficiary the amount of any benefit due under the Plan, in lieu of payment by
the  Trustee hereunder. Notwithstanding any provision of 
the  Plan or this Trust Agreement to the contrary, any property
segregated and maintained for the benefit of the Company shall be applied
solely to satisfy the benefit obligations of the Company; any property
segregated and maintained for the benefit of an Affiliate shall be applied to
satisfy the benefit obligations of such Affiliate.


                          
6.3    Distributions to the Company or an Affiliate. Neither the Company, an Affiliate nor the Committee shall
have the right or power to direct the Trustee to return to the Company or
Affiliate, as the case may be, all or any portion of the assets comprising the
Trust before the Company's (or Affiliate's) obligation to pay benefits under
the Plan has been satisfied, in full. Upon such satisfaction, the Trustee shall
distribute to the Company or the affected Affiliate the excess assets, if any, then held in Trust.


                          
6.4    Taxes.  Notwithstanding any provision of the
Plan or  this Trust Agreement to the contrary,
the Trustee shall, in accordance with the instructions of the Company or the
Committee, withhold and remit from any distribution the amount of any tax
determined to be due and payable. The Committee shall furnish the Trustee with
such information as may be reasonably required to compute and remit the amount
of any such tax.


                          
Notwithstanding any provision of this Trust Agreement to the contrary,
provision for the payment of any tax required to be withheld may be made by (a)
deduction from amounts otherwise  distributable to a Participant or
beneficiary hereunder, or (b) remittance by a Participant 


6







to the Company or Trustee, as the
case may be, of such amounts as may be required to satisfy such liability.


ARTICLE VII

INSOLVENCY OF COMPANY


                          
7.1    Determination of Insolvency. For purposes of this
Article V111, the Company shall be deemed "Insolvent" or an
"Insolvency" shall be deemed to have occurred if  (a)  the Company is unable to pay its debts as
they become due, or (b) the Company is subject to a pending proceeding as a debtor
under the United States Bankruptcy Code.


                          
The Board of Directors and/or the Chief Executive Officer of the Company shall
have a duty to inform the Trustee, in writing, of the occurrence of the
Company's Insolvency. If any person claiming to be a creditor of the Company
alleges, in writing, to the Trustee that the Company has become Insolvent, the
Trustee shall independently determine whether an Insolvency has occurred, and
pending such determination, the Trustee shall discontinue payment of benefits
to Participants or their beneficiaries.


                          
Unless the Trustee has actual knowledge of the Company's Insolvency, or has
received notice from the Company (as provided in Paragraph 12.4 hereof)  or  a person  claiming to be a creditor
alleging that the Company is Insolvent, the Trustee shall have no duty to
inquire. The Trustee may rely on such evidence concerning the Company's
Insolvency as may be furnished to Trustee and that provides the Trustee with a
reasonable basis for making a determination concerning the Company's
Insolvency. Trustee shall not be considered to have actual knowledge or to have
received notice of the Company's Insolvency unless and until knowledge or
notice is received by:


a.        
The individual, or his successor, last identified in writing by the Trustee as
the proper party to receive such notices;


b.        
The individuals held out to the Company as being responsible for the day to day
administration of this Trust Agreement; or


c.        
The manager of the department in which the individuals described in Paragraph
7.1b herein perform their duties with respect to this Trust Agreement.


                          
7.2    Cessation of Payments. If, at any time, the
Trustee determines that the Company is Insolvent, then notwithstanding any
provision of this Trust Agreement to the contrary, the Trustee shall  immediately discontinue all payments to
Participants and beneficiaries and shall hold the assets then comprising the
Trust for the benefit of the Company's general creditors.


                          
7.3    Resumption of Payments. The Trustee shall resume
the payment of benefits from the Trust after the Trustee has determined that
the Company is not Insolvent (or is no longer
Insolvent). If the Trustee discontinues the payment of benefits from the Trust
and subsequently resumes such payments, the first payment following such
discontinuance may include the aggregate 


7








amount of all benefits or
distributions due for the period of such discontinuance, reduced by the
aggregate amount of any benefits paid by the Company during such period.


                          
7.4    Separate Application to Company and Affiliates.
The provisions of this Article VIT shall apply separately to the Company and
each of its Affiliates, subject to the following rules:


a.        
The Committee shall notify the Trustee as to whether any Affiliate is
Insolvent.


b.        
The Committee shall designate the portion of the Trust constituting the properaty of such Affiliate, taking into account the
separate allocation rules described in Paragraph 4.1 hereof, and the Trustee
shall apply the provisions of this Article VII solely with respect to such
property.


c.        
The provisions of Paragraphs 7.2 and 7.3 hereof shall apply separately with
respect to the portion of any benefit separately allocable to the Company or an
Affiliate, as the case may be.  The Committee shall make any such
allocation.


 ARTICLE VIII

CHANGE IN CONTROL


                          
8.1    Determination of Change in Control. The
determination of whether a Change in Control has occurred shall be made in
accordance with the terms of the Cleco Corporation
2000 Long-Term Incentive Compensation Plan. The Committee shall promptly inform
the Trustee, in writing, of any such determination.


                          
8.2    Additional Required Contribution. Upon the
occurrence of a Change in Control hereunder, the Company (and/or its
Affiliates) shall contribute to the Trust an amount which (when aggregated with
the assets then held in Trust) is equal to the Required Funding Amount. Such
contribution shall be made as soon as practicable, but in no event later than
30 business days following the occurrence of the Change in Control and without
the necessity of further approval or consent.


                          
8.3    Determination of Required Funding Amount. The
"Required Funding Amount" shall be determined as the sum of (a) the
present value of the maximum benefits in which all Participants (and/or their
beneficiaries) would be vested pursuant to the terms of the Plan as of the date
on which the Change in Control occurs (determined as if any vesting required
upon a Change in Control occurred and taking into account any additional
benefit accruals required on account of a Change in Control), plus (b) a
reasonable reserve for the expenses of the Trust (such estimate not to exceed
I% of the present value of benefits under the Plan).


                          
The Required Funding Amount shall be determined by Watson Wyatt Worldwide or
such other independent actuary as the Committee may designate. The Trustee
shall be entitled to 


8








rely upon the calculation of such
contribution and shall have no responsibility to determine whether the amount
of such contribution is consistent with the provisions of this Paragraph 8.3 or
the terms of the Plan.


                          
8.4    Claims for Benefits. Upon the occurrence of a
Change in Control, Participants (and their beneficiaries) shall have the right
to submit claims for benefits directly to the Trustee.  The Trustee shall
not be required to independently determine the validity or accuracy of any such
benefit claims, but shall submit such claims to Watson Wyatt Worldwide or such
other independent  actuary that  determined
the Required Funding Amount under Paragraph 8.3 and  the Trustee shall
make payments in accordance with the determinations made by such actuary.


ARTICLE IX

STATUS OF TRUST ASSETS


                          
9.1    General Assets of the Company and
its Affiliates. Notwithstanding any provision of this Trust
Agreement to the contrary, the assets comprising the Trust shall, at all times,
be assets of the Company and its Affiliates available to satisfy the obligations
of the Company's (and Affiliates') general creditors in the event of the
Company's or Affiliates' Insolvency.


                          
9.2    Prohibition Against
Assignment. No interest, expectancy, benefit, payment, claim or right of a
Participant (or any beneficiary), if any, in the assets comprising the Trust
shall be subject in any manner (whether direct or indirect) to any claim,
alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge,
attachment, charge or encumbrance of any kind by such Participant (or
beneficiary). If any person shall attempt to take an action contrary to this
Paragraph 9.2, such action shall be null and void and of no effect.


ARTICLE X

RESIGNATION OR REMOVAL


                          
10.1  Resignation or Removal.
 The Trustee may resign at any time by delivery to the Committee written
notice of such resignation, which resignation shall not take effect less than
60 days after receipt of such notice, unless such notice is waived by the
Committee.


                          
The Committee shall have the right to remove the Trustee at any time, whether
with or without cause, by delivering to the Trustee written notice of such
removal, which removal shall not take effect less than 60 days after delivery,
unless such notice is waived by the Trustee.


                          
10.2  Successor Trustee. If the
Trustee resigns or is removed, a successor trustee shall be appointed by the
Committee. If no such appointment has been made, the Trustee may apply to a
court of competent jurisdiction for appointment of a successor or for
instructions. Any successor trustee appointed hereunder shall be an independent
bank or trust company organized under the laws of the United States or any
jurisdiction thereof or other independent party that is granted corporate
trustee powers under state law, having a combined capital and surplus of at
least $5,000,000,000.


9








                          
10.3  Transfer of Assets. Upon the
effective date of resignation or removal of the Trustee and appointment of a
successor trustee, or such later date as the Committee shall agree to, all
assets shall be transferred to the successor trustee, provided that prior to
delivery and release of the Trust assets full payment has been made to the
Trustee of all of its compensation, costs, expenses and other amounts due
hereunder.


ARTICLE XI

AMENDMENT AND TERMINATION


                          
11.1  Amendment; Trust Irrevocable.
Except as expressly set forth in this Trust Agreement, this
Trust shall be irrevocable. The Board of Directors shall possess the
authority to amend this Trust Agreement in the following circumstances: (a) as
may be reasonably required to appoint a successor trustee hereunder, (b) as may
be reasonably required in order to maintain this Trust as part of an unfunded
deferred compensation arrangement within the meaning of ERISA or the Code, or
(c) as may be required to facilitate participation in this Trust by one or more
Affiliates of the Company.


                          
11.2  Termination. This Trust shall
terminate when its assets have been paid or distributed, in their entirety, in
accordance with the provisions of this Trust Agreement.


ARTICLE XII

MISCELLANEOUS


                          
12.1  Severability. Any provision of this Trust
Agreement prohibited by law shall be ineffective to the extent of any such
prohibition, without invalidating the remaining provisions hereof.


                          
12.2  Governing Law. This Trust
Agreement shall be governed by and construed in accordance with the laws of the
State of Louisiana, without regard to conflicts of law provisions thereof


                          
12.3  Hold Harmless. The Company
agrees to indemnify the Trustee and to hold the Trustee harmless from all
liabilities and claims against the Trustee arising from the Trustee's
performance of its duties in accordance with the terms of this Trust Agreement,
unless such liability or expense results from a negligent act or omission of
the Trustee, an act or omission performed in bad faith or an act or omission
taken in contravention of the terms of this Trust Agreement or the directions
of the Company or the Committee, as the case may be.


                          
The Trustee shall not be responsible or liable for any failure or delay in the
performance of its obligations under this Trust Agreement arising out of or
caused directly or indirectly by circumstances beyond its reasonable control,
including, without limitation, acts of God, earthquakes, fires, floods, wars,
civil or military disturbances, sabotage, epidemics, riots, interruptions, loss
or malfunction of utilities or communications services, acts of civil or
military authority, or governmental actions.


10








                          
12.4  Notices. All notices and
other communications under this Trust Agreement must be in writing and will be
deemed to have been duly given when (a) delivered by hand, (b) sent by telecopier to a telecopier number
given below, provided that a copy is sent by a nationally recognized overnight
delivery service (receipt requested), or (c) when received by the addressee, if
sent by a nationally recognized overnight delivery service (receipt requested),
in each case as follows:


	
   

  	
  If
  to Trustee:

  	
  Bank
  One Trust Company, N.A.

  235 West Schrock Road

  Westerville, OH 43081

  Attention: Technical Support Unit

  telecopier: (614) 244-6585

  
	
   

  	
  if
  to the Company

  or an Affiliate:

  	
  Cleco Utility Group Inc.

  2030 Donahue Ferry Road

  Pineville, LA 71360

  Attention: Chief Executive Officer

  telecopier: (318) 484-7777

  




or to such other addresses as a
party may designate by notice to the other party.


                          
12.5  Fees and Expenses. In the
event of any dispute, controversy or claim with respect to obligations of the
Company or the Trustee in connection with this Trust Agreement, including
disputes resolved pursuant to Paragraph 12.6, the parties hereby agree that,
subject to Paragraph 12.3 hereof, each party shall bear its own administrative
expenses, costs and attorney's fees.


                          
12.6  Dispute Resolution. The
parties agree that any disputes, controversies or claims arising out of or in
relation to this Trust Agreement or the enforcement thereof, shall be decided
by binding arbitration which shall be administered by the American Arbitration
Association (the "AAA") and shall be conducted, upon request by
either party, before one arbitrator designated by the AAA, in accordance with
the terms of the  Commercial Arbitration Rules of the AAA,  and, to
the maximum extent applicable, the United States Arbitration Act (Title 9 of
the United States Code). The arbitration shall take place in the state of
Louisiana, at such place or places as the arbitrator shall designate. The arbitrator
shall base his or her decision only upon evidence which is admissible under the
Federal Rules of Evidence. In rendering a decision, the arbitrator shall make
specific written findings of fact, taking into account applicable judicial
precedents and industry practice. Judgment on the award rendered by the
arbitrator may be entered in any court in Louisiana having jurisdiction thereof
An arbitrator shall have authority only to award
actual damages. To the maximum extent practicable, an arbitration proceeding
under this Trust Agreement shall be concluded within 120 days of the filing of
the dispute with the AAA. The provisions of this arbitration clause shall
survive any termination, amendment or expiration of
this Trust Agreement.


                          
12.7  Delegation.  Notwithstanding
any provision of this Trust Agreement or the Plan to the contrary,  the Committee shall possess the authority to
delegate to one or more officers 


11








of the Company (or its Affiliates)
all or any portion of the power and authority granted to the Committee
hereunder. Such delegation may be made orally or in writing and shall be deemed
communicated to the Trustee upon receipt by the Trustee of the authorized
signatures of such designees.


                          
THIS AGREEMENT IS EXECUTED in multiple counterparts, each of which shall be
deemed an original, as of the dates set forth below to be first effective as of
the date set forth above.




	
  WITNESSES:

  

  /s/ Carla Boothe                                       

  

  /s/ Janice
  Mount                                       

  Title:

  	
  CLECO
  UTILITY GROUP INC.

  

  By: /s/ Catherine C.
  Powell                           

  

  Title: Sr. V.P.- Employee & Corp. Svcs.          

  
	
   

  	
  Date:
  December 12, 2000

  
	
  
  
	
   

  
	
  WITNESSES:

  	
  BANK ONE
  TRUST COMPANY, N.A. 

  OF COLUMBUS, OHIO, AS TRUSTEE

  
	
  /s/
  Robin Bourgue                                     

  

  /s/ Rose Soileau                                         

  	
  By: Todd
  J. Hoffpauir                                   

  

  Title: Authorized
  Signer                                

  
	
   

  	
  Date:
  December 12, 2000

  






12









CLECO UTILITY GROUP INC. ACKNOWLEDGMENT


STATE
OF LOUISIANA

PARISH OF RAPIDES


                          
         BEFORE ME, the
undersigned Notary Public, personally came and appeared            Catherine
C. Powell          , who
being by me sworn did depose and state that he/she signed the foregoing Cleco Utility Group Inc. Supplemental Executive Retirement
Trust as a free act and deed on behalf of Cleco
Utility Group Inc., as the Company, for the purposes therein set forth.


	

  	
  /s/ Catherine C.
  Powell                                   

  
	
   

  	
  CLECO
  UTILITY GROUP INC.

  
	
  SWORN TO AND SUB5CRIBED

  BEFORE ME THIS 12th

  DAY OF DECEMBER, 2000.

  	
   

  
	
  

  /s/ Beatrice P.
  Newcomb                                  

  NOTARY PUBLIC

  	

  




TRUSTEE

ACKNOWLEDGMENT


STATE
OF LOUISIANA

PARISH OF RAPIDES


                          
         BEFORE ME, the
undersigned Notary Public, personally came and appeared          Todd
J. Hoffpauir               ,
who being by me sworn did depose and state that he/she signed the foregoing Cleco Utility Group Inc. Supplemental Executive Retirement
Trust as a free act and deed on behalf of Bank One Trust Company, N.A. of
Columbus, Ohio, the Trustee, for the purposes therein set forth.


	
   

  	
  /s/
  Todd J Hoffpauir                                        

  TRUSTEE"

  
	
  

  SWORN TO AND SUBSCRIBED

  BEFORE ME THIS 13TH

  DAY OF DECEMBER, 2000.

  

  /s/ Melissa Dugas                                              

  NOTARY PUBLIC

  	
   

  
	
   

  	
   

  




13








CLECO UTILITY GROUP INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT TRUST



EXHIBIT A


                          
Pursuant to Paragraph 3.1 of this Trust Agreement, the initial principal
contribution of this Trust shall consist of the assignment to the Trustee of
the following policies:




	
  Insurer

  	
  Name
  of Insured

  	
  Policy
  No.

  
	
  American
  Heritage Life*

  	
  Baltes, Jr., John L.

  	
  009162OU

  
	
  American
  Heritage Life>

  	
  Barron,
  Edward L.

  	
  0045565U

  
	
   

  	
   

  	
  0010005166

  
	
   

  	
   

  	
  0045566U

  
	
  American
  Heritage Life

  	
  Brame, Scott 0.

  	
  0045564U

  
	
   

  	
   

  	
  0010005167

  
	
   

  	
  
  
	
  0045563U

  
	
  American
  Heritage Life

  	
  Duncan,
  Robert L.

  	
  0045562U

  
	
   

  	
   

  	
  0010005168

  
	
   

  	
   

  	
  0045561U

  
	
  American
  Heritage Life

  	
  Eppler, David M.

  	
  0045560U

  
	
   

  	
   

  	
  0010005169

  
	
   

  	
   

  	
  0045559U

  
	
  American
  Heritage Life

  	
  Fontenot,
  Leonard G

  	
  0045558U

  
	
   

  	
   

  	
  0010005824

  
	
   

  	
   

  	
  0045556U

  
	
  American
  Heritage Life

  	
  Gauthier,
  Thomas J.

  	
  0045554U

  
	
   

  	
   

  	
  0010005170

  
	
   

  	
   

  	
  0045555U

  
	
  American
  Heritage Life

  	
  Goodgame, Charles S.

  	
   

  
	
   

  	
   

  	
  0045553U

  
	
   

  	
   

  	
  0010005171

  
	
   

  	
   

  	
  0045552U

  
	
  American
  Heritage Life

  	
  Lawrence,
  Garland

  	
   

  
	
   

  	
   

  	
  0047256U

  
	
  American
  Heritage Life

  	
  LeBlanc,
  Charles E.

  	
   

  
	
   

  	
   

  	
  0045551U

  
	
   

  	
   

  	
  0010005172

  
	
   

  	
   

  	
  0045550U

  
	
  American
  Heritage Life

  	
  Nesbitt,
  Gregory L.

  	
   

  
	
   

  	
   

  	
  0045549U

  
	
   

  	
   

  	
  0010005173

  
	
   

  	
   

  	
  0045548U

  
	
  American
  Heritage Life

  	
  Prudhomme, Michael P.

  	
   

  
	
   

  	
   

  	
  0045547U

  
	
   

  	
   

  	
  0010005174

  
	
   

  	
   

  	
  0045546U

  
	
  All
  references are to American Heritage Life Insurance Company of Jacksonville,
  Florida

  

















 


	
  American
  Heritage Life

  	
  Prudhomme, M. Williams

  	
   

  
	
   

  	
   

  	
  0045545U

  
	
   

  	
   

  	
  0010005800

  
	
   

  	
   

  	
  0045544U

  
	
  American
  Heritage Life

  	
  Robichaux, Joseph E

  	
   

  
	
   

  	
  .

  	
  0045543U

  
	
   

  	
   

  	
  0010005175

  
	
  American
  Heritage Life

  	
  Scheffler, Catherine C.

  	
   

  
	
   

  	
   

  	
  0307204U

  
	
  American
  Heritage Life

  	
  Simms,
  Jr., Joseph T.

  	
   

  
	
   

  	
   

  	
  0045541U

  
	
   

  	
   

  	
  0010005176

  
	
   

  	
   

  	
  0045540U

  
	
  American
  Heritage Life

  	
  Terbot, William F.

  	
   

  
	
   

  	
   

  	
  0045539U

  
	
   

  	
   

  	
  0010005177

  
	
   

  	
   

  	
  0045828U

  
	
  American
  Heritage Life

  	
  Thevenote, William J.

  	
   

  
	
   

  	
   

  	
  0045537U

  
	
   

  	
   

  	
  0010005178

  
	
   

  	
   

  	
  0045536U

  
	
  American
  Heritage Life

  	
  Warner,
  David K.

  	
   

  
	
   

  	
   

  	
  0045535U

  
	
   

  	
   

  	
  0010005179

  
	
   

  	
   

  	
  0045534U

  
	
  American
  Heritage Life

  	
  Whittington,
  V.