**EXHIBIT
      10.4**





401(k)
      Plan


Attachment
      D


Page 1 of 
      9


**CLECO
      POWER LLC**


**401(k)
      SAVINGS AND INVESTMENT PLAN**


**(As
      Amended and Restated Effective October 1, 2005)**





**AMENDMENT
      NUMBER 2**





**WHEREAS,**
      Cleco Power LLC sponsors the Cleco Power LLC 401(k) Savings and Investment
      Plan
      (the "Plan"), which was originally established effective as of January 1, 1985;
      and





**WHEREAS,**
      the Plan most recently was amended and restated effective October 1, 2005;
      and





**WHEREAS,**
      Cleco Power LLC desires to amend the Plan to clarify the definition of
      compensation, to add automatic enrollment, to expand loans to all of a
      Participant's Accounts, and to allow participants to direct the investment
      of
      their entire accounts.





**NOW,
      THEREFORE,** the Plan hereby is amended in the following
      respects:





**1.**  **Compensation.**Effective
      as of May 1, 2007, the first paragraph of Plan Section 1.12 is amended to read
      as follows:





1.12           Compensation:  The
      total compensation actually paid to the respective Participants by the Employer
      during the applicable payroll period, including salaries, wages, commissions,
      overtime pay and any other payments of compensation which would be subject
      to
      tax under Code Section 3401(a), determined without regard to any dollar
      limitations under Code Section 3121(a)(1).  The Compensation of a
      Participant will also include any amount that is not currently includable in
      the
      Participant's gross income by reason of the application of Code Sections 125,
      402(a)(8), 402(h)(1)(B) or 403(b).  The Compensation of the respective
      Participants as reflected by the books and records of the Employer will be
      conclusive. However, Compensation will not include the following items (even
      if
      they are includable in a Participant's gross income):





(a)
            adoption
                assistance (cash and non-cash),


(b)
            commuting
                assistance (cash and non-cash),


(c)
            gifts
                (cash and non-cash),


(d)
            dividends,


(e)
            moving
                expense reimbursements,


(f)
            payments
                for opting out of Employer welfare benefit
                plans,


(g)
            relocation
                allowances,


(h)
            reimbursements
                or other expense allowances,







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              Plan
 Attachment
              D
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(i)
            all
                other fringe benefits (cash and
                non-cash),


(j)
            severance
                pay (including COBRA premium reimbursements and outplacement
                reimbursements),


(k)
            all
                other welfare benefits (other than those deferred on a pre-tax basis
                under
                Section 125),


(l)
            benefits
                accrued (other than salary deferrals) or paid pursuant to any deferred
                compensation plan (including any adjustments, gross-ups, or payments
                because of FICA tax liability arising as a result of any deferred
                compensation plan),


(m)
            the
                value of all benefits accrued or paid under any long-term incentive
                compensation plan (including any dividends that may be paid pursuant
                to
                any such plan),


(n)
            income
                from the exercise of stock options,
                and


(o)
            income
                from stock dispositions (whether qualifying or
                disqualifying).





Notwithstanding
      anything herein to the contrary, effective January 1, 1989, in no event will
      the
      Compensation taken into account under the Plan for any Participant during a
      given Plan Year exceed $200,000 or such other dollar amount as may be prescribed
      by the Secretary of the Treasury or his delegate under Code Section
      401(a)(17).








**2.**  **Application
      to Defer.**  Effective September 1, 2007, Section 3.4 is
      amended to read as follows:





3.4           Application
      by Participants:  Each Employee who becomes eligible to
      participate in the Plan and who desires to make Pre-Tax Contributions must
      complete an application in such form as the Committee prescribes and according
      to administrative procedures the Committee may establish, in which the
      Participant may elect to make Pre-Tax Contributions that total no more than
      fifty (50%) of his Compensation, and must designate the amount, if any, of
      his
      Pre-Tax Basic Contribution and Pre-Tax Excess Contribution, as provided under
      Section 4.2, and his choice of investment options under Section
      8.1.  The Employee's Pre-Tax Contributions election will be put in
      effect as soon as administratively feasible after the Employee properly files
      his application according to rules the Committee prescribes.  An
      Employee will be deemed to have made a deferral application as provided in
      Section 4.2(f).





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              Plan
 Attachment
              D
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              9


**3.**  **Automatic
      Enrollment.**  Effective September 1, 2007, Section 4.2 is
      amended to read as follows:





4.2           Pre-Tax
      Contributions:  Each Participant who has chosen to defer a portion
      of his salary as a Pre-Tax Basic Contribution to the Plan pursuant to Section
      3.4 may elect to defer any whole percentage, up to a maximum of six (6%) of
      his
      Compensation as a Pre-Tax Basic Contribution.  In addition, the
      Participant may elect to defer any whole percentage, up to a maximum of
      forty-four (44%) of his Compensation, as a Pre-Tax Excess
      Contribution.  Each such contribution, if any, will be determined as
      of the last day of each payroll period and contributed to the Trust Fund by
      the
      Employer as soon as administratively feasible thereafter.  Each
      Participant's Pre-Tax Contribution Account will be fully vested and
      nonforfeitable at all times.





(a)  Notification
      of Deferral Elections:  Each Participant must notify the Committee
      of the amount he elects to defer as a Pre-Tax Basic Contribution and as a
      Pre-Tax Excess Contribution, according to administrative procedures the
      Committee may establish, until such time as the Committee authorizes the
      discontinuance of the Pre-Tax Contributions according to uniform,
      nondiscriminatory policies the Committee may develop.  A Participant's
      deferral election or automatic deferral election under Section 4.2(f) will
      continue in effect during subsequent Plan Years unless the Participant notifies
      the Committee of his election to change or discontinue his Pre-Tax Basic
      Contribution or his Pre-Tax Excess Contribution according to administrative
      procedures the Committee may establish.





(b)  Changes
      in Deferral Elections:  A Participant may change or discontinue
      the amount of his Pre-Tax Basic Contribution and/or Pre-Tax Excess Contribution
      at any time during the Plan Year by directing the Committee, according to
      administrative procedures the Committee may establish.





(c)  Automated
      Response Unit:  The Committee may, as a part of the administrative
      procedures it establishes and in lieu of written procedures contemplated in
      this
      Plan, authorize use of an "automated response unit" which generates written
      acknowledgments of transactions.





(d)  Limits
      on Deferrals:  No Participant will be permitted to have Pre-Tax
      Contributions made under this Plan, or any other qualified plan the Company
      maintains during any taxable year, in excess of the dollar limitation of Code
      Section 402(g) in effect for such taxable year, except to the extent




401(k)
              Plan
 Attachment
              D
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              9




permitted
      by Code Section 414(v).  If a Participant's Pre-Tax Contributions
      exceed the applicable limit described in the preceding sentence, or if the
      Participant submits a written claim to the Committee, at the time and in the
      manner the Committee prescribes specifying the amount of Pre-Tax Contributions
      that exceeds the applicable limit of Code Section 402(g) when added to the
      amounts the Participant deferred in other plans or arrangements, then such
      excess (the "Excess Deferrals"), plus any income and minus any loss allocable
      to
      such amount, will be returned to the Participant by the April 15 of the
      following year.





(e)  Catch-Up
      Contributions:  All Employees who are eligible to make Pre-Tax
      Contributions under this Plan and who have attained age 50 before the close
      of
      the Plan Year will be eligible to make catch-up contributions according to
      and
      subject to the limitations of Code Section 414(v).  Such catch-up
      contributions will not be taken into account for purposes of the provisions
      of
      the Plan implementing the required limitations of Code Sections 402(g) and
      415.  The Plan will not be treated as failing to satisfy the
      provisions of the Plan implementing the requirements of Code Sections 401(k)(3),
      401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of the making
      of such catch-up contributions.





(f)  Automatic
      Deferrals.  If, on or before 45th day after the later of the date
      an Employee becomes eligible to participate under Section 3.1 or after September
      1, 2007 (the "Employee's Effective Date of Automatic Deferrals"), the Employee
      has not affirmatively chosen to defer a portion of his Compensation as a Pre-Tax
      Basic Contribution to the Plan (including a zero Pre-Tax Contribution
      percentage), the Participant will automatically be enrolled to defer 4% of
      his
      Compensation as a Pre-Tax Basic Contribution.  This Section 4.2(f)
      will apply only to an Employee who is eligible under the terms of the Plan
      and
      who:





(1)  commenced
      employment with the Employer on or after September 1, 2007,





(2)  again
      commenced employment with the Employer (i.e., was rehired) on or after September
      1, 2007, or





(3)  was
      an
      Employee on September 1, 2007 and as of that date has neither made a Pre-Tax
      Contribution to the Plan nor affirmatively opted out of making Pre-Tax
      Contributions to the Plan.


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              Plan
 Attachment
              D
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              9


(g)  Opting
      Out Before Becoming a Participant.****At any time before
      the Employee's Effective Date of Automatic Deferrals, the Employee may
      affirmatively elect, according to rules the Committee prescribes, a Pre-Tax
      Contribution percentage that is different from that specified in Section 4.2(f)
      (including a zero Pre-Tax Contribution percentage).  The Employee's
      election will be put in effect as soon as administratively feasible after the
      Employee properly files his application according to rules the Committee
      prescribes.





(h)  Opting
      Out After Becoming a Participant.  If before Employee's Effective
      Date of Automatic Deferrals, the Employee has not affirmatively elected,
      according to rules the Committee prescribes, a Pre-Tax Contribution percentage
      that is different from that specified in Section 4.2(f) (including a zero
      Pre-Tax Contribution percentage), then at any time thereafter the Employee
      may
      affirmatively elect, according to rules the Committee prescribes, a Pre-Tax
      Contribution percentage that is different from that specified in Section 4.2(f)
      (including a zero Pre-Tax Contribution percentage).  The Employee's
      election will be put in effect as soon as administratively feasible after the
      Employee properly files his application according to rules the Committee
      prescribes.








**4.**  **Notice
      and Withdrawal of Automatic Deferrals.**Effective September
      1, 2007, Article VII is amended to add a new Section 7.6 at the end of that
      Article:





7.6  Notice
      and Withdrawal of Automatic Deferrals:





(a)  Notice
      of Automatic Deferral Election.****At the time an
      individual becomes an Employee and within a reasonable period before each Plan
      Year, the Committee will provide each Employee to whom Section 4.2(f) applies
      a
      notice of the Employee’s rights and obligations under Section 4.2(f) (an
      "Automatic Deferral Notice").  The Automatic Deferral Notice will
      explain the automatic reduction in the Employee's Compensation for purposes
      of
      making Pre-Tax Contributions according to Section 4.2(f) and the Employee's
      right to elect affirmatively either a different reduction amount or no
      reduction.  The notice will also describe the procedures for making
      such an election and the period during which such an election may be
      made.  The notice will be:





(1)  sufficiently
      accurate and comprehensive to apprise the employee of such rights and
      obligations, and


401(k)
              Plan
 Attachment
              D
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              9





(2)  written
      in a manner calculated to be understood by the average Employee to whom the
      arrangement applies.





(b)  Time
      and Form of Notice.





(1)  An
      Automatic Deferral Notice will include an explanation of the Employee’s right to
      elect not to have Pre-Tax Contributions made on the Employee’s behalf (or to
      elect to have Pre-Tax Contributions made at a different
      percentage),





(2)  the
      Employee will have a reasonable period of time after receipt of the Automatic
      Deferral Notice and before the first Pre-Tax Contribution is effective to make
      such election, and





(3)  the
      Automatic Deferral Notice will explain how contributions made under Section
      4.2(f) will be invested in the absence of any investment election by the
      Employee.








**5.**  **Loans.**Effective
      April 1, 2007, Section 7.5 is amended to read as follows:





7.5           Loans:  Any
      Participant who is a "party in interest" (as defined in Section 3(14) of ERISA)
      (hereinafter "Borrower") may make application to the Committee (according to
      administrative procedures the Committee establishes) to borrow from his
      Accounts, and the Committee in its sole discretion may permit such a loan.
      Loans
      shall be granted in a uniform and nondiscriminatory manner on terms and
      conditions the Committee determines that will not result in more favorable
      treatment of highly compensated employees and will be set forth in written
      procedures the Committee promulgates according to applicable governmental
      regulations. All such loans shall also be subject to the following terms and
      conditions:





(a)           The
      amount of the loan when added to the amount of any outstanding loan or loans
      to
      the Borrower from any other plan of the Employer or an Affiliate which is
      qualified under Code Section 401(a) shall not exceed the lesser of:





(1)           $50,000,
      reduced by the excess, if any, of the highest outstanding balance of loans
      from
      all such plans during the one-year period ending on the day before the date
      on
      which such loan was




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              Plan
 Attachment
              D
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              9










made
      over
      the outstanding balance of loans from the Plan on the date on which such loan
      was made, provided, that such amount shall not exceed fifty percent (50%) of
      the
      vested value of the Borrower's Account balance, or





(2)           fifty
      percent (50%) of the present value of Borrower's vested Account balance under
      the Plan.





In
      no
      event may a Borrower take a loan from the Plan of less than $1,000.





(b)           The
      loan shall be for a term not to exceed five (5) years and shall be evidenced
      by
      a note signed by the Borrower.  The loan shall be payable in periodic
      installments and shall bear interest at a reasonable rate which the Committee
      shall determine on a uniform and consistent basis.  A Borrower who is
      an Employee will make payments by means of payroll deduction from the Borrower's
      compensation.  If the Borrower is not receiving compensation from the
      Employer, the Borrower shall make loan repayment according to procedures the
      Committee establishes.  A Borrower may repay an outstanding loan in
      full at any time according to procedures the Committee establishes.





(c)           If
      an installment payment is not paid within seven (7) days following the monthly
      due date, the Committee shall give written notice to the Borrower sent to his
      last known address.  If such installment payment is not made within
      thirty (30) days thereafter, the Committee shall proceed with foreclosure in
      order to collect the full remaining loan balance or shall make such other
      arrangements with the Borrower as the Committee deems
      appropriate.  Foreclosures need not be effected until occurrence of a
      distributable event under the terms of the Plan and no rights against the
      Borrower or the security shall be deemed waived by the Plan as a result of
      such
      delay.





(d)           The
      unpaid balance of the loan, together with interest thereon, shall become due
      and
      payable on the date of distribution of the Account and the Trustee shall first
      satisfy the indebtedness from the amount payable to the Borrower or to the
      Borrower's Beneficiary before making any payments to the Borrower or to the
      Beneficiary.





(e)           Any
      loan to a Borrower under the Plan shall be adequately secured.  Such
      security shall include a pledge of a portion of the Borrower's right, title,
      and
      interest in the Trust Fund, which shall not exceed fifty percent




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              Plan
 Attachment
              D
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              9




(50%)
      of
      the present value of the Borrower's vested Account balance under the Plan as
      determined immediately after the Plan extends the loan.  The
      Borrower's execution of a promissory note shall evidence such
      pledge.  The promissory note will grant the security interest and
      provide that, if the Borrower defaults on a loan repayment, the Committee shall
      be authorized to take all appropriate lawful actions necessary to enforce
      collection of the unpaid loan.





(f)           A
      Borrower shall make a request for a loan according to administrative procedures
      the Committee establishes and shall specify the amount of the
      loan.  If a Borrower's request for a loan is approved, the loan shall
      be made in a lump-sum payment of cash to the Borrower.  The cash for
      such payment shall be obtained by redeeming proportionately as of the date
      of
      payment the Investment Fund or Funds, or portions thereof, that are credited
      to
      the Accounts of such Borrower.





(g)           A
      loan to a Borrower shall be considered an investment of the Accounts of the
      Borrower from which the loan is made.  All loan repayments shall be
      credited pro rata to the Participant's Pre-Tax Contribution Account and invested
      in shares of one or more of the Investment Funds according to Section
      8.1.





(h)           Only
      one loan may be outstanding for a Borrower at any given time.








**6.**  **Investment
      Funds.**Effective January 1, 2007, Section 8.1(a) is amended
      to read as follows:





(a)           Investment
      Funds:  The Trust Fund shall be invested in separate Investment
      Funds the Committee chooses and establishes.  The Committee may adjust
      the number and types of Investment Funds to be established or discontinued
      as it
      deems advisable.  One such Investment Fund, however, shall be the
Common Stock Fund, which will be invested and reinvested in the Common
      Stock of the Company and which will be considered part of the ESOP
      Fund.  The Trustee, the Committee, or a recordkeeper the Committee
      designates shall maintain records for each Participant's After-Tax Contribution
      Account, Employer Matching Contribution Account, Pre-Tax Contribution Account,
      the ESOP Account, and Rollover Account, if any, that reflect the value of each
      Participant's share of the Investment Funds.






401(k)
              Plan
 Attachment
              D
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              9




**7.**  **Default
      Investment Fund.**Effective September 1, 2007, Section 8.1(b)
      is amended to read as follows:





(b)           Investment
      Directions:  A Participant or Beneficiary may direct the Committee
      to instruct the Trustee to invest his Accounts in any of the Investment Funds
      the Committee establishes.  To the extent provided under ERISA section
      404(c), the Trustee, the Committee and other fiduciaries of the Plan will not
      be
      liable for any loss, or by reason of any breach, that results from such
      Participant's or Beneficiary's investment direction.  If a Participant
      or Beneficiary who has investment authority under the terms of the Plan fails
      to
      provide investment directions with respect to all or a portion of the
      Participant's or Beneficiary's Accounts, the Trustee will invest such portion
      in
      the default investment fund or funds the Committee designates from time to
      time.








**8.**  **Diversification.**Effective
      April 1, 2007, Section 8.2 is amended to read as follows:





8.2           Diversification
      Election:  Participants and Beneficiaries may direct the Committee
      to instruct the Trustee to invest the Company Stock in the Participant's or
      Beneficiary's ESOP Account attributable to Employer Matching Contributions
      and
      ESOP Contributions in any of the Investment Funds the Committee
      establishes.








**IN
      WITNESS WHEREOF,** Cleco Power LLC has executed this amendment
      this23rd day
      of
July2007.





**CLECO
      POWER LLC**








By:
      /s/  Kathleen F.
      Nolen


Kathleen
      F. Nolen


Senior
      Vice President, CFO & Treasurer