Exhibit 10(u) - Cleco Corporation Deferred Compensation Trust







EXHIBIT 10(u)


 


 


 


CLECO CORPORATION


 


DEFERRED
COMPENSATION TRUST


 


 






CLECO CORPORATION

DEFERRED COMPENSATION TRUST




TABLE OF CONTENTS





  



	
  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

  	
  3

  
	
              Investment in Company Stock

  	
  4

  
	
              Related Party Investments

  	
  4

  
	
              Nominee

  	
  4

  
	
              Liability for Investment Decisions

  	
  4

  
	
  

  ARTICLE V - DUTIES OF TRUSTEE

  	
  5

  
	
              Reports

  	
  5

  
	
              Tax Reporting

  	
  5

  
	
              Consultants, Advisors and Other Experts

  	
  5

  
	
              Expenses

  	
  5

  
	
              Gains from Other Business

  	
  5

  
	
              Instructions

  	
  5

  
	
              Plan Administration

  	
  6

  
	
  

  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

  	
  8

  
	
              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

  	
  10

  
	
              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

  	
  12

  





  





 


 


ii






CLECO CORPORATION

DEFERRED COMPENSATION TRUST




                        THIS
TRUST AGREEMENT (this "Trust Agreement") is made and entered into by
Cleco Corporation, a corporation organized and existing under the laws of the
State of Louisiana (the "Company") on its behalf and on behalf of its
Affiliates (as defined below), 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 Deferred Compensation Plan (the "Plan"),
which plan is intended to benefit key executives, officers and directors of the
Company and its Affiliates 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 Deferred 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 Deferred Compensation Plan, first effective as of August 1, 2000, as the same may be amended from time to 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 Corporation Deferred Compensation
Trust; this Trust shall be effective as of February 1, 2001.




                        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 I,
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 and/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 and
its Affiliates 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
and/or its Affiliates shall deliver to the Trustee an initial principal
contribution in the form of cash.  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 accordance with the instructions of the Committee;


                       b.         Purchase any security, including any
equity security issued by the Company, 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, all
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 comprising 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 Paragraph 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.




                        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 




3



 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       Investment
in Company Stock.  In addition to the power and authority granted to the
Trustee in accordance with Paragraph 4.2 hereof, the Committee may direct the
Trustee to establish a company stock fund hereunder.  In such event, the
Trustee shall acquire, retain and dispose of company stock in accordance with
the directions of and procedures established by the Committee.   




                        4.5       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.  


                        4.6       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.




                        4.7       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.




4



 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 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



                         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.




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 VII
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,
which shall be certified to the Trustee by the Committee, the Trustee shall
distribute to the Company or the affected Affiliate the excess assets, if any, then
held in Trust; provided, however, that any assets deemed owned or contributed
by the Company or an Affiliate, as the case may be, shall revert solely to such
entity.




                        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 




6



 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 to the Company (or an Affiliate) or the
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 VII, 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 




7



 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 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 VII
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 within the meaning of
Paragraph 7.1 hereof.




                        b.        The Committee shall designate the
portion of the Trust constituting the property 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
Deferred 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 (as defined below).  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 




8



 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 1% 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 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 as the
Committee may designate, 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.




9



                         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.




                        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; provided, however, that 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.




10



                         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.




                        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 Corporation

  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 




11



 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 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:

  	
  CLECO CORPORATION

  

  

  
	
  /s/ Carla D. Boothe                                 

  /s/ Janice B.
  Mount                                 

  	
  By: /s/ Catherine c. Powell

  Title: Sr. Vice President - Employee & Corporate Services

  
	

  	
  

  Date: January 30, 2001

  
	
  

  WITNESSES:

  

  	
  BANK ONE TRUST COMPANY, N.A.

  OF  COLUMBUS,  OHIO, AS TRUSTEE

  
	
  /s/ Rose Soileau                                     

  /s/ Laura Aucoin'                                   

  	
  By: /s/ Todd J. Hoffpauir                                                    

  Title: Authorized
  Signer                                                     

  
	
   

  	
  

  Date: February 15, 2001

  







  





12



 CLECO CORPORATION
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 Corporation Deferred Compensation Trust as a free act and
deed on behalf of  Cleco Corporation, as the Company, for the purposes therein
set forth. 



  



	

  	
  /s/ Catherine C.
  Powell                                  

  
	

  	
  CLECO CORPORATION

  
	
  

  SWORN TO AND SUBSCRIBED

  BEFORE ME THIS

  DAY OF JANUARY, 2001.

  	

  
	
  /s/ Beatrice P.
  Newcomb                             

  	

  
	
  NOTARY PUBLIC

  	

  







  







 






TRUSTEE
ACKNOWLEDGMENT


 


STATE OF  LOUISIANA

PARISH OF          Lafayette           


                         BEFORE
ME, the undersigned Notary Public, personally came and appeared Todd J.
Huffpauir,
who being by me sworn did depose and state that he/she signed the foregoing
Cleco Corporation Deferred Compensation 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

  DAY OF JANUARY, 2001.

  	

  
	
  /s/ Melissa Dugas                             

  	

  
	
  NOTARY PUBLIC

  	

  







  







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