EXHIBIT 10.4


CLECO
CORPORATION
 SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
 (Amended
and Restated, Effective January 1, 2009)
          
  CLECO
CORPORATION
 SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
 (Amended
and Restated, Effective January 1, 2009)
 
 INDEX
 
 PageARTICLE
      I – PURPOSE
              1ARTICLE
      II – DEFINITIONS
              1ARTICLE
      III – ELIGIBILITY
              3ARTICLE
      IV – VESTING
              3Vesting
Provisions
              3Forfeiture
              4Termination for
Cause
              4ARTICLE
      V - RETIREMENT BENEFITS
              4Time of Payment
              4Payment Delay Applicable to
      Specified Employees
              4Form of Payment
              4Amount of Payment
              4Actuarial Reduction for Early
      Commencement of Retirement Benefits
              5Subsequent Increase in
      Benefits
              5ARTICLE
      VI - DEATH BENEFITS
              6Definitions
              6Death While
    Employed
              6Death After Retirement Benefit
      Commencement
              6Death After Termination of
      Employment and Before Retirement Benefit Commencement
              6Payment to
      Beneficiary
              7Death Benefit
      Adjustments
              7Supplemental Death
      Benefit
              8ARTICLE
      VII - OTHER BENEFITS
              8Disability
    Benefits
              8Change in Control
              9Benefits Upon a Business
      Transaction
              9ARTICLE
      VIII - PARTICIPANTS RIGHTS
              10Spendthrift
    Provision
              10Offset
              10Obligation for Benefit
      Payments
              10Taxes
              10Company’s
    Protection
              10Unsecured Creditor
      Status
              10
  i
 
 ARTICLE
      IX - PLAN ADMINISTRATION
              11Powers of the
      Committee
              11Delegation of Administrative
      Authority; Experts
              11Claims for
    Benefits
              11Cash Out of Small
      Benefits
              12Arbitration
              12Amendment and
      Termination
              12ARTICLE
      X - GENERAL PROVISIONS
              12Funding
              12Entire Agreement
              13Binding Effect
              13Governing Law
              13Severability
              13Not an Employment
      Agreement
              13
 
  ii
  CLECO
CORPORATION
 SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
 
 Cleco Corporation, a
corporation organized and existing under the laws of the State of Louisiana (the
“Company”), hereby amends and restates, in its entirety, the Cleco Corporation
Supplemental Executive Retirement Plan, which plan was first effective as of
July 1, 1992, and amended thereafter, from time to time (the “Prior Plan”); this
amendment and restatement shall be effective January 1, 2009 (the “Effective
Date”) (the “Plan”).
 
 ARTICLE
I
 PURPOSE
 
 This
Plan is intended to be an unfunded deferred compensation arrangement for the
benefit of designated key management employees of the Company and its affiliates
and subsidiaries, within the meaning of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”).  As such, this Plan is not intended
to constitute an employee benefit plan that is subject to the provisions of
Parts 2, 3, and 4 of Title I of ERISA.  In accordance with such
intent, any obligation to pay benefits hereunder shall be deemed to be an
unsecured promise, and any right of a Participant (as defined herein) or
Beneficiary (as defined herein) hereunder to enforce such obligation shall be
solely as a general creditor of the Company.  This Plan is not
intended to constitute a qualified employee benefit plan within the meaning of
Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”),
but is intended to comply with the provisions of Code Section 409A.
 
 ARTICLE
II
 DEFINITIONS
 
 2.1         Affiliate means a subsidiary
corporation or other entity with respect to which the Company owns, directly or
indirectly, 80% or more of the total combined voting power of all classes of
stock or other equity.
 
 2.2         Beneficiary means the person,
persons, entity or entities designated by a Participant, in writing, to receive
death benefits payable under the Plan as provided herein. Any such designation
shall be effective upon its receipt and acceptance by the Committee or its
designee.  A Participant shall be entitled to modify his or her
designation at any time, by delivery of a new writing to the Committee. Any such
modification shall be effective upon its receipt and acceptance by the Committee
or its designee.
 
 2.3         Board of Directorsor Board means the Board of
Directors of the Company, as constituted from time to time.
 
 2.4         Business Transactionshall
have the meaning ascribed to it in the Company’s 2000 Long-Term Incentive
Compensation Plan, as amended, restated or replaced, from time to
time.
 
 2.5         Causeshall have the meaning
ascribed to it under any separate employment or similar agreement between the
Company or an Affiliate and a Participant hereunder, such agreement in effect as
of his or her Separation Date.  To the extent a Participant is not a
party to such an agreement as of his or her Separation Date, “Cause” shall have
the meaning ascribed to it in the Company’s 2000 Long-Term Incentive
Compensation Plan, as amended, restated or replaced, from time to
time.
 
 2.6         Change in Control shall have
the meaning ascribed to it in the Company’s 2000 Long-Term Incentive
Compensation Plan, as amended, restated or replaced, from time to
time.
  
 
 2.7         Committee means the
administrator of this Plan, which shall be the Compensation Committee of the
Board of Directors.
 
 2.8         Company Pension Planmeans the
tax qualified defined benefit pension plan maintained by the Company or its
Affiliates, from time to time.
 
 2.9         Disabled or Disability means that a
Participant by reason of a medically determinable physical or mental impairment
that can be expected to result in death or last for a continuous period of not
less than 12 months (a) has been receiving income replacement benefits for a
period of not less than three months under a separate long-term disability plan
or policy maintained by the Company or an Affiliate, or (b) is unable to engage
in any substantial gainful employment.
 
 2.10       Eligible Participant means a
Participant who is vested as of his or her Separation Date, determined in
accordance with Article IV hereof.
 
 2.11       Final Compensation means an
amount determined by dividing a Participant’s Annual Compensation by
12.  For this purpose, “Annual Compensation” means the
sum of:
 
 a.           Such
Participant’s Highest Base Compensation; and
 
 b.
              The
      average of the Participant’s three highest awards made under the Company’s
      Annual Incentive Compensation Plan or similar arrangement during the
      60-month period preceding his or her Separation From Service; provided
      that if fewer than three such awards have been made, such average shall be
      determined using zero for the amount of such unpaid
  awards.
 
 2.12        Good Reason shall have the
meaning ascribed to it in any executive employment agreement or similar
agreement between a Participant and the Company.  If and to the extent
a Participant hereunder is not a party to any such agreement or a Change in
Control payment or benefit is not provided thereunder on account of Good Reason,
any amount, benefit, right or feature that is payable or accrued hereunder on
account of Good Reason shall not be applicable to such Participant.
 2.13        Highest Base Compensation
means annual base salary paid by the Company or an Affiliate to a Participant
hereunder, including the amount of any deferral by such Participant to any plan
of deferred compensation, whether qualified or nonqualified, maintained by the
Company or an Affiliate, including any such plan maintained under Code Section
401(a) or 125.  Such amount shall be determined with respect to the
calendar year in which such base salary was the highest during the five calendar
years preceding the year in which such Participant Separates From Service,
including the year in which such separation occurs.
 
 2.14        Normal Retirement Datemeans
the date on which a Participant attains age 65.
 
 2.15        Other Employer Plan means a
defined benefit pension plan or similar arrangement, whether or not qualified
within the meaning of Code Section 401(a), either maintained by an employer,
other than the Company or an Affiliate, in which a Participant hereunder accrues
or has accrued benefits, whether before or after his or her Separation
Date.  As a condition of the receipt of benefits hereunder, each
Participant shall provide to the Committee such information about any such Other
Employer Plan as the Committee may reasonably request.
  -2-
  2.16        Payment Date means the first
business day of the calendar month following the later of (a) the month in which
a Participant attains age 55, or (b) the month in which a Participant’s
Separation Date occurs.
 
 2.17        Prior Plan Benefitmeans a
Participant’s benefit vested and accrued under the Prior Plan, determined as of
December 31, 2004.
 
 2.18        Separation From Serviceor
Separation Date means
the later of the date on which (a) a Participant’s employment with the Company
and its Affiliates ceases for any reason, or (b) the Company and such
Participant reasonably anticipate that the Participant will perform no further
services for the Company and its Affiliates, whether as a common law employee or
independent contractor.  Notwithstanding the foregoing, a Participant
may be deemed to incur a Separation From Service if he or she continues to
provide services to the Company or an Affiliate, provided such services are not
more than 20% of the average level of services performed by such Participant,
whether as an employee or independent contractor, during the immediately
preceding 36-month period.
 
 2.19        Retirement Benefit means a
benefit payable under Article V hereof.
 
 2.20        Specified Employee shall be
determined in accordance with Code Section 409A and generally shall mean a
Participant who is a “key employee” of the Company and its Affiliates, as
defined in Code Section 416(i), (ii), or (iii), but determined without regard to
paragraph (i)(5) thereof, as of his or her Separation Date.  A
Participant who satisfies such requirements as of a December 31st shall be
considered a Specified Employee hereunder during the 12-month period commencing
on the immediately following April 1st.
 
 2.21        Years of Service means the
number of whole and fractional years during which a Participant is employed by
the Company or an Affiliate, including service with any immediate predecessor
entity that was acquired by or merged or consolidated with the Company or an
Affiliate.
 
 ARTICLE
III
 ELIGIBILITY
 
 The
Committee, in its discretion, shall designate executives, officers, and key
employees of the Company and its Affiliates as Participants hereunder, who may
be designated individually or by groups or categories.  Any such
determination shall be conclusive and binding upon all persons.  The
Committee, or its designee, shall notify each such executive, officer or
employee of his or her designation hereunder.
 
 ARTICLE
IV
 VESTING
 
 4.1         Vesting
Provisions.  Unless otherwise provided by the Committee in a
separate employment or participation agreement or similar document or, except as
to a “named executive officer” within the meaning of Item 401 of Regulation S-K
promulgated under the Securities Act of 1933, as amended, as otherwise provided
by the Company’s Chief Executive Officer, a Participant’s benefits hereunder
shall be fully vested and nonforfeitable upon the earlier of:
 
 a.
              The
      completion of ten whole Years of
Service;
 
 b.
              The
      Participant’s death or Disability while employed by the Company or an
      Affiliate;
  -3-
  c.
              The
      date on which a Participant’s employment with the Company and its
      Affiliates is involuntarily terminated, without Cause, in connection with
      a Business Transaction; or
 
 d.
              The
      date on which a Participant’s employment is involuntarily terminated by
      the Company, without Cause, or a Participant terminates his or her
      employment on account of Good Reason, either within the time provided in
      Section 7.2 hereof.
 
 4.2         Forfeiture.If a
Participant’s Separation Date occurs before his or her benefits are vested and
nonforfeitable in accordance with Section 4.1 hereof, then notwithstanding any
provision of the Plan to the contrary, he or she shall forfeit all benefits
hereunder.  In such event, the obligations of the Company and its
Affiliates with respect to such Participant and any person claiming a right or
benefit through such Participant shall be extinguished.
 
 4.3         Termination for
Cause.  Notwithstanding any provision of this Plan to the
contrary, a Participant who is terminated by the Company for Cause shall forfeit
all rights and benefits hereunder, whether or not then vested; no benefit shall
be payable to such Participant, his or her Surviving Spouse (as defined below),
Beneficiary, estate or any other person claiming a benefit through or on behalf
of such Participant.
 
 ARTICLE
V
 RETIREMENT
BENEFITS
 
 5.1         Time of
Payment.  Payment of an Eligible Participant’s Retirement
Benefit shall commence as of his or her Payment Date.  Notwithstanding
the foregoing, if such Participant is a Specified Employee as of his or her
Separation Date, the commencement of his or her Retirement Benefit, other than
his or her Prior Plan Benefit, if any, shall be delayed until the later of (a)
first business day of the seventh whole calendar month following his or her
Separation Date, or (b) his or her Payment Date.  In the event of any
delay hereunder, the first monthly payment shall include, without liability for
interest or loss of investment opportunity thereon, the principal amount of all
Retirement Benefits otherwise payable between the actual commencement of such
benefits and such Participant’s Payment Date.
 
 5.2         Form of Payment.A Retirement
Benefit hereunder shall be paid in the form of equal monthly payments during the
life of each Eligible Participant.
 
 5.3         Amount of
Payment.Benefits payable hereunder shall be determined as of
an Eligible Participant’s Separation Date as (a) the product of such Eligible
Participant’s Final Compensation multiplied by his or her Benefits Percentage,
reduced by (b) the value of such Participant’s Benefit Offsets.  For
this purpose, an Eligible Participant’s “Benefit Percentage” shall be determined
as of his or her Separation Date as follows:
 
 Attained
      Age
                at
      Separation Date
              Benefit
      Percentage65
      or Older
              65%64
              63%63
              61%62
              59%61
              57%60
              55%59
              53%58
              51%57
              49%
  -4-
  Attained
      Age
                  at
      Separation Date
                Benefit
      Percentage56
                47%Between
      age 55 and 45
                45%Less
      than age 45
                Attained
      age of the Participant
 
 An Eligible Participant’s “Benefit
Offsets” shall mean, unless the Committee otherwise provides, each of the
following applicable amounts:
 
 a.
              Such
      Participant’s benefit accrued under the Company Pension Plan (i)
      determined without regard to any domestic relations order qualified under
      Code Section 414(p) or other law, (ii) assuming that the Participant
      elects to receive such benefits in the form of a joint and 100% survivor
      annuity payable to his or her spouse, if he or she is married, or a single
      life annuity with guaranteed payments for a period of ten years if he or
      she is not married, and (iii) assuming that the payment of such benefit
      commences as of the Participant’s Payment
Date.
 
 b.
              Such
      Participant’s allocable employer contributions, whether discretionary,
      nondiscretionary or matching, made under the Company’s or an Affiliate’s
      tax qualified plan that includes a cash or deferred arrangement, provided
      that (i) such Eligible Participant shall have first commenced employment
      with the Company or an Affiliate on or after August 1, 2007, (ii) only
      matching contributions in excess of those in effect as of July 31, 2007,
      shall be taken into account, (iii) such contributions shall be determined
      as if each affected Participant deferred the maximum amount permitted
      under Code Section 402(g) and made any additional deferral permitted under
      Code Section 414(v), (iv) earnings shall be imputed to such contributions
      at the actuarial interest rate specified in the Company Pension Plan, from
      time to time, and (v) for purposes of determining the amount of the
      Benefit Offset required hereunder, such amount shall be expressed in the
      form of an annuity determined in accordance with the provisions and
      assumptions set forth in subparagraph a
hereto.
 
 c.
              Such
      Participant’s benefits payable from an Other Employer Plan, expressed in
      the form described in and determined in accordance with the provisions of
      subparagraph a hereof.
 
 d.
              Any
      benefit payments payable from the Company’s Long-Term Disability
      Plan.
 
 5.4         Actuarial Reduction for Early
Commencement of Retirement Benefits.  If (a) an Eligible
Participant has not attained age 55 as of his or her Separation Date, and (b)
such Participant’s Payment Date precedes his or her Normal Retirement Date, his
or her Retirement Benefit hereunder shall be actuarially reduced to reflect such
early commencement.  Any reduction required hereunder shall be
determined using the interest rate, group mortality table and other reduction
factors in effect under the Company Pension Plan, from time to
time.
 
 5.5         Subsequent Increase in
Benefits.  Any Retirement Benefit payable hereunder shall not
be subject to increase or other adjustment on account of an increase in the
amount payable to a Participant under the Company Pension Plan  or any
Other Employer Plan.
 
 -5-
 
 ARTICLE
VI
 DEATH
BENEFITS
 
 6.1         Definitions.  As
used herein:
 
 a.           Death Benefitmeans a benefit
payable to the Surviving Spouse or other Beneficiary of an Eligible Participant
in accordance with this Article VI.
 
 b.
              Minimum Benefit Period
      means the minimum period during which Death Benefits will be paid
      hereunder, which period shall commence as of a Participant’s Payment Date
      and end on the later of (i) the tenth anniversary of such date, or (ii)
      such Participant’s Normal Retirement
Date.
 
 c.
              Surviving Spouse means
      (i) if a Participant dies before his or her Payment Date, the person to
      whom the Participant is lawfully married as of the date of his or her
      death, or (ii) if such Participant dies after his or her Payment Date, the
      person to whom such Participant was lawfully married on his or her Payment
      Date and on the date of his or her
death.
 
 6.2          Death While
Employed.  If an Eligible Participant dies while he or she is
employed by the Company or an Affiliate, such Participant’s Surviving Spouse
shall receive a Death Benefit in an amount determined as follows:
 
 a.
              During
      the 12 months immediately following such Participant’s date of death, the
      greater of (i) the Participant’s vested Retirement Benefit determined in
      accordance with Article V hereof, subject to adjustment as provided in
      Section 6.6 hereof, or (ii) 100% of the annual Base Compensation of the
      deceased Participant, determined as of his or her date of death, including
      the adjustments provided in Section 2.12 hereof;
  and
 
 b.
              Thereafter,
      the deceased Participant’s Retirement Benefit determined in accordance
      with Article V hereof,  subject to adjustment as provided in
      Section 6.6 hereof.
 
 Payment
of such benefit shall be made in equal monthly installments commencing on the
first business day of the second calendar month following the Participant’s date
of death and ending as of the date of death of the Surviving
Spouse.
 
 6.3         DeathAfter Retirement Benefit
Commencement.  If an Eligible Participant dies after his or her
Retirement Benefit commences, the Participant’s Surviving Spouse shall continue
to receive such benefit, subject to adjustment as provided in Section 6.6
hereof, commencing on the first business day of the second calendar month
following such Participant’s date of death and ending on the date of death of
the Surviving Spouse.
 
 6.4          Death After Termination of Employment
and Before Retirement Benefit Commencement.If an Eligible Participant
dies after his or her Separation From Service, but before the commencement of
his or her Retirement Benefit, a Death Benefit shall be payable to his or her
Surviving Spouse in the amount equal to the deceased Participant’s vested
Retirement Benefit determined in accordance with Article V hereof, subject to
adjustment as provided in Section 6.6 hereof.  Such benefit shall be
paid in equal monthly installments commencing as of such deceased Participant’s
Payment Date and ending on the date of death of the Surviving
Spouse.
  -6-
 
 6.5         Payment to
Beneficiary.  Subject to adjustment as provided in Section 6.6
hereof, Death Benefits payable to a Surviving Spouse hereunder shall be payable
to a deceased Participant’s Beneficiary, or if no Beneficiary has been
designated or survives the Participant, to the Participant’s estate, in the
following circumstances:
 
 a.
              If
      an Eligible Participant dies while employed by the Company or an
      Affiliate, with no Surviving
Spouse;
 
 b.
              If
      an Eligible Participant dies after his or her Payment Date, but the
      Participant and his or her Surviving Spouse (if any) die before the
      expiration of the Minimum Benefit Period;
or
 
 c.
              If
      a death benefit payable to a Surviving Spouse has commenced, but such
      spouse dies before the expiration of the Minimum Benefit
      Period.
 
 Any
Death Benefit payable to a Beneficiary or estate under this Section 6.5 shall
commence on the first business day of the second calendar month following the
date of death of the Participant or his or her Surviving Spouse, as the case may
be, and shall cease as of the expiration of the Minimum Benefit
Period.
 
 6.6         Death Benefit
Adjustments.  Notwithstanding any provision of this Plan to the
contrary:
 
 a.
              If
      a Surviving Spouse is more than ten years younger than his or her spouse,
      any Death Benefit payable to such spouse shall equal 50% of the amount of
      the deceased Participant’s Retirement Benefit; provided, however, that the
      amount of any benefit provided under Section 6.2a(ii) shall not be subject
      to such reduction.
 
 b.
              If
      a deceased Eligible Participant commenced payment of his or her Retirement
      Benefit before the date of his or her death, any Death Benefit payable to
      his or her Surviving Spouse hereunder shall be reduced by the survivor’s
      portion of the joint and 100% survivor annuity, calculated as of the
      deceased Participant’s Payment Date under the Company Pension Plan and any
      Other Employer Plan.
 
 c.
              If
      a deceased Participant commenced his or her Retirement Benefit before the
      date of his or her death and he or she was unmarried as of such
      commencement date, any Death Benefit payable hereunder shall be reduced by
      the survivor portion of the ten-year certain and life annuity, determined
      as of such deceased Participant’s Payment Date under the Company Pension
      Plan  and any Other Employer
Plan.
 
 d.
              If
      Death Benefits are payable to a Surviving Spouse hereunder and such spouse
      dies before the expiration of the Minimum Benefit Period, any Death
      Benefit payable thereafter shall be reduced only by the actual amount of
      any survivor benefits paid after the death of such spouse under the
      Company Pension Plan  and any Other Employer
    Plan.
 
 e.
              If
      a Participant dies before his or her Payment Date, any Death Benefit
      payable hereunder shall be reduced by the actual amount of any survivor
      benefits paid to the Surviving Spouse or other Beneficiary under the
      Company Pension Plan  and any Other Employer
    Plan.
  -7-
 
 f.
              Death
      Benefits payable hereunder shall not be adjusted to reflect any increase
      in any benefit payable under the Company Pension Plan  or Other
      Employer Plan occurring after a Participant’s Payment
  Date.
 
 6.7        Supplemental Death
Benefit.If (a) Participant was employed by the Company or its
Affiliates on or after December 17, 1999, and (b) as of the date of his or her
Separation Date he or she is an Eligible Participant hereunder (a “Supplemental
Eligible Participant”), in addition to any Death Benefit provided herein, the
following supplemental benefit shall be paid:
 
 a.
              Such
      benefit shall be paid to the Beneficiary of such Supplemental Eligible
      Participant, which Beneficiary need not be such Participant’s Surviving
      Spouse or the same Beneficiary designated with respect to Death Benefits
      otherwise payable hereunder.
 
 b.
              The
      amount of such benefit shall be determined as
  follows:
 
 i.
              If
      a Supplemental Eligible Participant dies while actively employed by the
      Company or an Affiliate, the benefit shall equal the sum of (x) 200% of
      such Participant’s annual base salary then in effect, and (y) such
      Supplemental Eligible Participant’s target bonus payable under the
      Company’s Annual Incentive Compensation Plan (or its successor) for the
      year in which the Participant’s date of death occurs;
  or
 
 ii.
              If
      a Supplemental Eligible Participant dies after his or her Separation Date,
      the benefit shall equal the sum of (x) 100% of such Participant’s annual
      base salary in effect as of his or her Separation Date, and (y) such
      Participant’s target bonus payable under the Annual Incentive Compensation
      Plan for the year in which his or her Separation Date
    occurs.
 
 c.
              Such
      benefit shall be paid in the form of a single-sum
  payment.
 
 d.
              Such
      benefit shall be paid as of the first business day of the second calendar
      month following the Supplemental Eligible Participant’s date of
      death.
 
  ARTICLE
VII
 OTHER
BENEFITS
 
 7.1         Disability Benefits.If a Participant
becomes Disabled while employed by the Company or its Affiliates, he or she
shall be entitled to receive a Disability Benefit hereunder, subject to the
following:
 
 a.
              The
      amount of such benefit shall equal the vested Retirement Benefit that he
      or she would have been eligible to receive if his or her Separation Date
      occurred as of the date on which he or she became Disabled, without the
      actuarial reduction required under Section 5.4
  hereof.
 
 b.
              Payment
      shall be made in equal monthly installments commencing on the first
      business day of the second calendar month following the date on which such
      Participant is deemed to be
Disabled.
  -8-
 
 c.
              Payment
      hereunder shall cease as of the earlier of (i) the date on which the
      Participant is reinstated as an active employee of the Company or an
      Affiliate, (ii) the date on which a Participant ceases to be Disabled, or
      (iii) the Participant’s Payment
Date.
 
 d.
              In
      the event the Participant dies while receiving a Disability Benefit, Death
      Benefits under Section 6.2 or 6.3 hereof shall be based upon the greater
      of his or her Disability Benefit or such Participant’s Retirement Benefit
      determined as if his or her Payment Date occurred immediately before the
      date of his or her death; provided, however, that any Disability Benefit
      payable hereunder shall be subject to any applicable Benefit Offset
      described in Section 5.3 hereof and the actuarial reduction described in
      Section 5.4 hereof.
 
 If a Disability Benefit ceases on
account of subparagraph c(iii) hereof, such Participant’s Retirement Benefit
determined under Article IV hereof shall commence as of his or her Payment Date,
based upon his or her attained age as of his or her Separation
Date.
 
 7.2         Change in Control
Benefits.If a Participant’s employment is involuntarily
terminated by the Company or an Affiliate, without Cause, or a Participant
terminates his or her employment on account of Good Reason, either occurring
within the 60-day period preceding or the 36-month period following a Change in
Control, and he or she is then a party to an Executive Employment Agreement or
similar agreement with the Company or an Affiliate:
 
 a.
              He
      or she shall be credited with three years of age for purposes of
      determining his or her Benefit Percentage in accordance with Section 5.3
      hereof; provided, however that in no event shall such Benefit Percentage
      be less than 50%; and
 
 b.
              He
      or she shall be credited with three years of age for purposes of applying
      any reduction required under Section 5.4 hereof on account of the
      commencement of benefits prior to his or her Normal Retirement
      Date.
 
 A Participant shall further be entitled
to accelerate the payment of his or her Prior Plan Benefit in the event of a
Change in Control, subject to the terms, conditions, and limitations set forth
in the Prior Plan.
 
 7.3         Benefits Upon a Business
Transaction.  If a Participant’s employment is involuntarily
terminated by the Company or an Affiliate, without Cause, in connection with a
Business Transaction and  such Participant is then a party to an
Executive Employment Agreement or similar agreement with the Company or an
Affiliate:
 
 a.
              He
      or she shall be credited with three years of age for purposes of
      determining his or her Benefit Percentage in accordance with Section 5.3
      hereof; provided, however that in no event shall such Benefit Percentage
      be less than 50%; and
 
 b.
              He
      or she shall be credited with three years of age for purposes of applying
      any reduction required under Section 5.4 hereof on account of the
      commencement of benefits prior to his or her Normal Retirement
      Date.
  -9-
 
 ARTICLE
VIII
 PARTICIPANTS
RIGHTS
 
 8.1         Spendthrift
Provision.Neither a Participant nor any other person shall
have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
or otherwise encumber any benefit or amount payable hereunder.  No
amount payable under this Plan shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debt, judgment, alimony or
separate maintenance owed by a Participant or any other person.  No
amount payable under this Plan shall be transferable by operation of law in the
event of a Participant’s or other person’s bankruptcy or
insolvency.
 
 8.2         Offset.If, at any
time of any distribution hereunder, a Participant, his or her Surviving Spouse
or Beneficiary, or both, are indebted to the Company, then any distribution
hereunder may be reduced by the amount of such indebtedness; provided, however,
that (a) any such reduction shall be made no later than the last day of the
calendar year in which a Participant’s Payment Date occurs, and (b) the
aggregate amount of such offset shall not exceed $5,000.
 
 8.3         Obligation for Benefit
Payments.Notwithstanding any provision of this Plan to the
contrary, the payment of benefits under this Plan shall be the obligation of the
Company or the Affiliate with respect to which the Participant is
employed.  In the event the Company or such Affiliate designates a
third-party as the payor of the benefits and the assets of such third-party are
insufficient to meet the payment obligations under this Plan, the Company or
such Affiliate, as the case may be, shall remain responsible for such
deficiency.
 
 8.4         Taxes.  The Company,
an Affiliate or any third-party payor shall deduct from the amount of any
benefits payable under this Plan any taxes required to be withheld under
applicable federal or state tax laws.
 
 Notwithstanding the foregoing, the
Company shall pay on behalf of each Participant hereunder an amount such that
after the payment of all income and employment taxes due with respect to such
amount, the remainder equals the amount of any employment tax due with respect
to the periodic accrual of benefits hereunder.  Such amount shall be
paid by the Company as and when such taxes are required to be remitted to the
Internal Revenue Service in accordance with the provisions of Code Section 3121,
but in no event later than December 31st following the year in which a
Participant is required to remit the amount of any such tax.
 
 8.5         Company’s
Protection.By commencing participation herein, each
Participant shall be deemed to have agreed to cooperate with the Company by
furnishing any and all information reasonably requested by the Committee in
order to facilitate the funding or payment of benefits hereunder, including,
without limitation, the taking of such physical examinations as the Company or
the Plan may deem necessary to obtain insurance to fund the payment of benefits
hereunder.  If a Participant refuses to cooperate, is uninsurable or
is insurable at other than standard rates, the Committee, in its sole
discretion, may determine that the Participant is ineligible to participate
hereunder.
 
 8.6         Unsecured Creditor
Status.The right of a Participant or his or her Surviving
Spouse or Beneficiary to receive benefits hereunder shall be solely those of an
unsecured creditor of the Company and its Affiliates.  Any insurance
policy, including the proceeds thereof, or other asset acquired or held by the
Company or an Affiliate in connection with its benefit obligations hereunder
shall not be deemed to be held under any trust for the benefit of the
Participant or his or her Surviving Spouse or Beneficiary or to be security for
the performance of the obligations of the Company and its Affiliates, but shall
be a general unpledged and unrestricted asset.
  -10-
  ARTICLE
IX
 PLAN
ADMINISTRATION
 
 9.1         Powers of the
Committee.  The Committee shall have the discretionary power
and authority to interpret the provisions of this Plan an any form or other
document ancillary thereto, to determine all questions arising under this Plan
including, without limitation, all questions concerning administration,
eligibility, and the amount or payment of any benefit payable
hereunder.  In addition, the Committee shall have the authority to
prescribe, amend, and rescind rules and administrative procedures relating to
the operation of this Plan, adopt forms and execute agreements required
hereunder, and to correct any defect, supply any omission or reconcile any
inconsistency in this Plan or any related form or agreement.
 
 Any determination by the Committee need
not be uniform as to all or any Participants hereunder.  Any such
determination shall be conclusive and binding on all persons claiming any
interest in the Plan or a benefit hereunder.  Neither the Company nor
its officers, employees, members of the Committee or any member of the Board of
Directors shall be liable to any person for any action taken or omitted in
connection with the interpretation and administration of this Plan.
 
 9.2         Delegation of Administrative
Authority; Experts.The Committee, in its sole discretion, may
delegate such nondiscretionary, ministerial duties as it deems appropriate to
such officers or employees of the Company as it deems necessary or
appropriate.  When acting in accordance with such delegation (whether
made orally or in writing), any such officer or employee shall be deemed to
possess the power and authority granted to the Committee
hereunder.  The Committee shall engage the services of such
independent actuaries, accountants, attorneys and other administrative personnel
as it deems necessary or advisable to administer this Plan.
 
 9.3         Claims for
Benefits.If a Participant or Surviving Spouse or Beneficiary
believes a benefit or distribution is due under the Plan, he or she may request
the distribution of such benefit, in writing, from the Committee.  If
the request for distribution is disputed or denied by the Committee, the
following action shall be taken:
 
 a.
              Such
      Participant or Surviving Spouse or Beneficiary shall be notified, in
      writing, of the dispute or denial as soon as possible (but no later than
      90 days) after receipt of the request for a distribution.  The
      notice shall set forth the specific reasons for the denial, including any
      relevant provisions of the Agreement, and shall explain the review
      procedure of the Plan.
 
 b.
              Such
      Participant or Surviving Spouse or Beneficiary shall be entitled to full
      review of his or her claim after receipt of written notification of a
      denial.  A Participant (or Surviving Spouse or Beneficiary)
      desiring a review of a dispute or denial must request such a review, in
      writing, not later than 60 days after notification from the
      Committee.  During the review, the Participant (or Surviving
      Spouse or Beneficiary) may be represented and shall have the right to
      inspect all documents pertaining to the dispute or
  denial.
 
 The
Committee shall render its decision within 60 days after receipt of the request
for the review.  In the event special circumstances require an
extension of time, the Committee shall notify the Participant (or Surviving
Spouse or Beneficiary), in writing, and the decision shall be rendered no later
than 120 days after the receipt of the request.  The decision of the
Committee shall be in writing and include specific reasons for the action taken
and specific references to the Plan provisions on which the decision is
based.
  -11-
  9.4          Cash Out of Small
Benefits.Notwithstanding the provisions of this Plan to the
contrary, if the present value of a Retirement or Death Benefit payable as of a
Participant’s Payment Date, Separation Date or date of death, as the case may
be, is less than the amount determined under Code Section 402(g) as of such
date, the Committee shall distribute such amount to the Participant or Surviving
Spouse or Beneficiary, as the case may be, in the form of a single-sum payment
as of the first business day of the second calendar month
thereafter.  No additional benefit shall be payable with respect to
such Participant hereunder. The amount of such benefit shall be determined using
the interest rate, group mortality table and other actuarial factors in effect
under the Company Pension Plan , from time to time, to determine the amount of
single-sum payments thereunder.
 
 9.5         Arbitration.After
any administrative review or approval provided hereunder has been exhausted, any
controversy or claim arising out of or relating to this Plan shall be settled by
binding arbitration administered by the American Arbitration Association under
its Employment Arbitration Rules, and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction
thereof.  Both the Company and Executive hereby consent to this
binding arbitration provision.   Site for such arbitration shall
be Pineville, Louisiana or such other location as may mutually be agreed upon by
the Company and each affected Participant hereunder.
 
 9.6         Amendment and
Termination.Subject to the following, the Board shall have
the right, at any time, to amend or terminate this Plan, in whole or in
part:
 
 a.
              No
      such amendment or termination shall reduce any benefits or rights accrued
      as of the effective date of such termination or amendment, without the
      prior written consent of each affected Participant, Surviving Spouse or
      Beneficiary hereunder;
 
 b.
              If
      the Plan is terminated benefit accruals hereunder shall cease and payments
      hereunder shall be made or at such time and in such manner as may be
      prescribed under the terms of the
Plan;
 
 c.
              If
      the Plan is terminated, Years of Service following the termination date
      shall be credited to any Participant who is not then an Eligible
      Participant for purposes of Article IV hereof;
  and
 
 d.
              As
      to any Participant hereunder, the Committee (or its designee), in its
      discretion, may provide for a modification of the Benefit Percentage or
      the Benefit Offsets otherwise provided herein; any such modification shall
      be included in a separate participation or similar agreement executed by
      the affected Participant and the
Committee.
 
 ARTICLE
X
 GENERAL
PROVISIONS
 
 10.1       Funding.The
Company may establish a trust in connection with the adoption of this
Plan.  Each year during the continuance of this Plan, the Committee
may designate amounts to be added to the trust.  The property
comprising the assets of any such trust, including any insurance policy on the
life of a Participant purchased by any such trust or contributed to any such
trust by the Company, shall at all times remain the property of such
trust.  The trustee of any such trust shall distribute the assets
comprising such trust in accordance with the provisions of the Plan and the
trust agreement, all as instructed by the Committee, but in no event shall such
trustee distribute the assets of any such trust to or for the benefit of the
Company, except as provided in any applicable trust agreement.
  -12-
 10.2       Entire
Agreement.  This Plan, together with the agreement of
participation entered into by the Participant, shall constitute the entire
understanding between the Company and the Participant with respect to the
benefits provided hereunder.
 
 10.3       Binding Effect.  The
rights, privileges, benefits and obligations under this Plan are intended to be
legal obligations of the Company and binding upon the Company, including its
successors and assigns, whether by corporate merger, consolidation,
reorganization or otherwise.
 
 10.4       Governing Law.The
provisions of this Plan shall be construed according to the laws of the State of
Louisiana, excluding the provisions of any such laws that would require the
application of the laws of another jurisdiction.
 
 10.5       Severability.  Each
provision of this Plan is intended to be severable.  In the event that
any one or more of the provisions contained in this Plan shall for any reason be
held to be invalid, illegal or unenforceable, the same shall not affect the
validity or enforceability of any other provision of this Plan, but this
Agreement shall be construed as if such invalid, illegal or unenforceable
provision was not contained herein.  Notwithstanding the foregoing,
however, no provision shall be severed if it is clearly apparent under the
circumstances that the parties would not have entered into this Plan without
such provision.
 
 10.6       Not an Employment
Agreement.  Nothing contained herein shall be deemed to
constitute an employment agreement between the Company or an Affiliate and any
Participant hereunder or to otherwise constitute a promise or guarantee of any
term of employment or rate of compensation.
 
 This Supplemental Executive
Retirement Plan was approved by the Board of Directors of Cleco
Corporation on the 31st day of October 2008, to be effective as of the date
first written above.
 
 
 CLECO
      CORPORATIONBy:          /s/ G. W.
      BausewineTitle:        S.V.P., Corporate
      ServicesDate:       November 4,
      2008
 
 -13-